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*5fl3      GENERAL 

DOCUMENTS 

CORPORATION 


LAW 


OF  THE 


STATE  OF   RHODE  ISLAND 


CHAPTER  1925  OF  THE  PUBLIC  LAWS 
JANUARY  SESSION,  1920 


PROVIDENCE,  R.  I. 

B.   L.   FREEMAN   COMPANY,     PRINTERS 

1920 


GIFT  OF 


DOCUMENTS 
DEPT. 


GENERAL 

CORPORATION 

LAW 


OF  THE 


STATE  OF,  RHODE   ISLAND 


CHAPTER  1925  OF  THE  PUBLIC  LAWS 
JANUARY  SESSION,  1920 


PROVIDENCE,  R.  I. 

E.    L.    FREEMAN   COMPANY,     PRINTERS 
1920 


DEFT. 


INDEX 


TITLE  I.— TITLE  OF  ACT  AND  DEFINITIONS. 

SECTION  PAGE. 

1.  Title 6 

2.  Definitions,  etc 6-7 

TITLE  II.— BUSINESS  CORPORATIONS. 

GENERAL  PROVISIONS. 

3.  Application  of  Title  II 7-8 

4.  Purposes  for  which  corporation  may  be  organized 8 

5.  Corporate  powers 8-10 

ORGANIZATION  OF  CORPORATION. 

6.  Method  of  incorporation 10 

7.  Articles  of  association — provisions  required 10-11 

8.  Articles  of  association — further  provisions  authorized 12 

9.  Articles  of  association — execution  and  filing 12-13 

10.  Articles  of  association — certified  copy 13 

11.  Incorporation — when  effective 13 

12.  First  meeting  of  corporation — notice 13-14 

13.  First  meeting — business  of — quorum 14 

14.  Death  of  incorporator — appointment  of  successor 14 

15.  By-laws 14 

16.  Filing  name  and  address  of  treasurer — appointment  of  resident 

attorney 14-16 

17.  Secretary  of  state  to  deliver  blanks  for  filing  name  and  address  of 

treasurer 16 

18.  Place  of  business  or  principal  office 16 

OFFICERS  AND  DIRECTORS. 

19.  Board  of  directors  and  officers — election,  qualification,  etc. .  .  .  16-17 

20.  Powers  of  directors — executive  committee 17 

21.  Validity  of  contract  by  corporation  in  case  of  interested  or  inter- 

locking directors 17-18 


433100 


MEETINGS. 

SECTION  PAGE 

22.  Stockholders'  meetings 18 

23.  Voting  powers  of  stockholders — proxies — cumulative  voting ....      18 

24.  Voting  rights  of  fiduciaries  and  pledgees ....  18-19 

25.  Corporation  not  to  vote  own  stock 19 

26.  Directors'  meetings — where  held 19 

27.  Meetings  called  by  justice  of  superior  or  district  court 19 

STOCK. 

28.  Kinds  and  classes  of  stock 19-20 

29.  Issue  of  capital  stock  with  par  value  and  payment  therefor 20 

30.  Issue  of  capital  stock  with  par  value  and  payment  therefor — 

alternative  method 20-22 

31.  Stock  without  par  value 22-23 

32.  Certificate  of  payment  of  capital  stock 23-24 

33.  Shares  of  stock  deemed  to  be  personal  property.     Stock  certifi- 

cates      24 

34.  Rights  of  stockholders  to  subscribe  for  new  stock 25 

35.  Stockledger 25 

36.  Lost  certificates 25-26 

STOCKHOLDERS'  AND  DIRECTORS'  LIABILITY. 

37.  Liability  of  stockholders  for  partly  paid-in  stock 26-28 

38.  Liability  of  stockholders  for  unlawful  dividends,  etc 28 

39.  Suit  of  stockholder  for  contribution 28-29 

40.  Stock  held  by  fiduciary  or  pledgee 29 

41.  Liability  of  directors  for  unlawful  dividends 29-30 

42.  Liability  of  officers  and  directors  for  loans  to  officers,  directors  or 

stockholders 30 

43.  Enforcement  of  liability  of  directors  and  officers  at  suit  of  stock- 

holder       30 

44.  Liability  for  false  certificates,  etc 30-31 

45.  Suits  by  directors  or  officers  for  contribution 31 

46.  Action  against  director,  etc.,  shall  survive 31 

47.  Suit  shall  not  abate  by  reason  of  death,  etc 31-32 

48.  Action  against  corporation  for  debt  paid 32 

49.  Limitation  of  liability 32 

AMENDMENT  OF  CHARTER  AND  ARTICLES  OF  ASSOCIATION 
—REDUCTION  OF  ISSUED  CAPITAL  STOCK. 

50.  Amendment  of  articles  of  association 32-33 

61.     Filing  amendment  with  secretary  of  state 33-34 


SECTION  pAGE 

52.  Amendment  of  charter  of  corporations  created  by  special  act  of 

general  assembly 34 

53.  Reduction  of  issued  capital  stock 34-35 

ANNUAL  REPORT. 

54.  Annual  report 35-37 

SALE,  LEASE  OR  EXCHANGE  OF  ENTIRE  ASSETS. 

55.  Sale,  lease  or  exchange  of  entire  assets  of  corporation,  vote  re- 

quired for 37 

56.  Procedure  as  to  dissenting  stockholders 37-39 

DISSOLUTION  AND  APPOINTMENT  OF  RECEIVER. 

57.  Dissolution  of  corporation  and  appointment  of  receiver — when 

permitted — procedure 39-41 

58.  Powers  of  receiver 41^2 

59.  Receiver  to  pay  debts  and  distribute  surplus 42 

60.  Jurisdiction  of  superior  court  in  such  proceedings 42 

61.  Procedure  by  bill  in  equity  instead  of  by  petition 42-43 

62.  Equity  jurisdiction  not  impaired 43 

63.  Continuance  of  corporations  after  dissolution  for  certain  pur- 

poses       43 

FOREIGN  CORPORATIONS. 

64.  Right  to  do  business  in  state 43 

65.  Foreign  corporation  must  file  what  papers  as  condition  pre- 

cedent to  carrying  on  business  in  state 43^45 

66.  Status  of  foreign  corporation  carrying  on  business  in  state  when 

act  takes  effect 45-46 

67.  Penalty  for  failure  of  foreign  corporation  to  file  charter,  etc. — 

effect  of  such  failure  upon  contracts  and  right  to  sue  in  courts 

of  state 46 

68.  Annual  report  of  foreign  corporation 46-47 

69.  Foreign  corporation  not  to  carry  on  business  not  permitted 

domestic  corporation '47 

70.  Act  not  to  apply  to  business  which  a  foreign  corporation  is  author- 

ized to  carry  on  in  state  under  constitution  or  laws  of  the 
United  States..  47 


TITLE  III.— LITERARY,  SCIENTIFIC  AND  MISCELLANEOUS 
CORPORATIONS. 

SECTION  PAGE 

71.  Application  of  Title  III 47^8 

72.  Method  of  incorporation 48^9 

73.  First  meeting — how  called 49-50 

74.  Incorporation — when  effected — what  powers 50 

75.  Corporate  powers 50-51 

76.  Amendment  of  articles  of  association 51-52 

77.  Voting  at  meetings 52 

78.  Dissolution    of  corporation  and  appointment  of  receiver 52 

TITLE  IV.— GENERAL  PROVISIONS. 
MISCELLANEOUS. 

79.  Power  of  general  assembly  to  amend  and  repeal  charter  and 

articles  of  association 53 

80.  Right  of  corporation  created  by  special  act,  which  is  not  subject 

to  amendment  or  repeal,  to  adopt  provisions  of  this  act ....     53 

81.  Organization  of  corporations  under  special  act — within  what 

time 53-54 

82.  Penalties — recovery  and  compromise  of 54 

83.  Recording  articles  of  association,  etc 54 

84.  Certified  copies  of  papers  on  file  with  secretary  of  state  to  be 

received  in  evidence  by  courts 54 

FEES. 

85.  Fees  payable  to  general  treasurer 54-55 

86.  Fees  payable  to  secretary  of  state 55-56 

87.  Fee  required  to  be  paid  to  general  treasurer  by  corporation 

organized  under  special  act 56-57 

REPEAL,  CONSTRUCTION,  ETC. 

88.  Repeal 57-58 

89.  Statutes  repealed  to  be  deemed  in  force  for  certain  purposes ....     58 

90.  Certain  sections  of  this  act  to  be  deemed  to  be  substituted  for 

certain  sections  of  Chapter  213  and  for  Chapter  214  of  General 
Laws  in  certain  cases 58-59 

91.  Certain  sections  of  this  act  to  be  deemed  to  be  substituted  for 

certain  sections  of  Chapter  212  of  General  Laws  in  certain  cases.     59 

92.  Effect  of  repeal  upon  acts  and  rights  and  upon  proceedings  in  civil 

cases  before  repeal 59-60 


SECTION  pAaB 

93.  Effect  of  repeal  upon  act  repealing  former  acts 60 

94.  Further  effect  of  repeal  upon  act  repealing  former  acts 60 

95.  Construction 60 

96.  Effect  of  limiting  acts,  or  periods  of  time,  retained  in  this  act. ...  60 

97.  Effect  of  invalidity  of  part  of  act  on  remainder 61 

98.  Date  of  taking  effect 61 

APPENDIX. 

General  Laws  of  1919,  etc.,  Repeal,  construction  of,  etc 63-92 


S>tatr  of  iHluiiir  Jlslaiih  anil  Jlnnitfirurr  JJlantations. 


JANUARY  SESSION,  A.  D.  1920. 


CHAPTER  1925. 


H  821  B. 
Approved 
May  5,  1920. 


Act,  how  cited. 


Definitions. 


"Domestic 
corporation.' 


"Foreign  cor- 
poration." 


"Articles  of 
association. " 


'Charter.' 


"Quasi-munici- 
pal corpora- 
tion." 


Action  on 
part  of  the 
stockholders, 
when  there  are 
no  directors. 


An  Act  in  Relation  to  Corporations. 

It  is  enacted  by  the  General  Assembly  as  follows: 
TITLE  I.— TITLE  OF  ACT  AND  DEFINITIONS. 

SECTION  1.  TITLE. — This  act  may  be  cited  as  the 
"  General  Corporation  Law." 

SEC.  2.  DEFINITIONS,  ETC. — As  used  in  this  act, 
unless  the  context  otherwise  requires: 

"Domestic  corporation "  means  any  corporation 
incorporated  under  the  laws  of  this  state. 

" Foreign  corporation"  means  any  corporation, 
association  or  organization  organized  under  laws 
other  than  those  of  this  state. 

The  phrase  " articles  of  association"  includes  not 
only  the  original  articles  of  association,  but  all 
amendments  thereto. 

" Charter'7  of  a  corporation  means  the  special  law 
or  act  by  which  the  corporation  is  created  and 
includes  not  only  the  original  law  or  act,  but  all 
amendments  thereto. 

The  term  "quasi- municipal  corporation"  includes 
a  fire- district,  water-district,  sewer-district,  school- 
district  or  other  similar  political  sub-division  of  the 
state,  but  does  not  include  a  county,  city  or  town. 

In  all  cases  in  which  this  act  shall  require  or 
permit  action  on  the  part  of  the  directors  of  a  cor- 
poration, or  any  of  them,  and  such  corporation  shall 
have  no  directors,  such  action  shall  or  may,  except 
as  in  this  act  otherwise  provided,  be  taken  by  the 
stockholders  of  the  corporation. 


In  all  cases  in  which  this  act.  shall  require  or  Action  on 

*  part  of  an 

permit  action  on  the  part  of  any  designated  officer  of  CPacnrofficperace 
a  corporation  and  such  corporation  shall  have  no 
such  officer,  such  action  shall  or  may,  except  as  in 
this  act  otherwise  provided,  be  taken  by  any  officer 
of  the  corporation  who  shall  have  the  duties  usually 
performed  by  such  designated  officer. 

TITLE  II.— BUSINESS  CORPORATIONS. 

GENERAL  PROVISIONS. 
SEC.  3.   APPLICATION  OF  TITLE  II. — (1)   Except  as 

•  •  i  apply  to  what 

in  this  act  otherwise  provided,  this  title  shall  corporations. 
apply  to  every  corporation  having  a  capital  stock 
and  established  for  the  purpose  of  carrying  on  busi- 
ness for  profit  which  has  been  heretofore  or  shall  be 
hereafter  incorporated  under  any  general  law  of  this 
state,  or  w^hich  has  been  heretofore  or  shall  be  here- 
after created  by  any  special  act  of  the  general  assem- 
bly of  this  state,  except  so  far  as  the  provisions  of 
this  title  are  inconsistent  with  the  provisions  of  any 
such  special  act  hereafter  passed,  or  with  the  pro- 
visions of  any  such  special  act  heretofore  passed  that 
are  not  subject  to  amendment  or  repeal  at  the  will 
of  the  general  assembly;  and  except  as  in  this  act 
otherwise  provided,  this  title  shall  apply  to  no  other 
'Corporations. 

(2)     Except  as  in  this  act  otherwise  provided,  this  TO  what  C0r- 

j  •  i_l  i       n  i  •  •     •         i  porations  not 

title  shall  not  apply  to  gmm-mumcipal  corpor-  toaPPiy. 
ations  or  to  domestic  corporations  organized  for 
the  purpose  of  carrying  on  within  this  state  the 
business  of  a  bank,  savings  bank,  trust  company, 
building  and  loan  association,  loan  and  invest- 
ment company,  surety  or  indemnity  company,  safe 
deposit  company,  insurance  company,  railroad, 


8 


Same  subject. 


Corporations 
may  organize 
to  carry  on  any 
lawful  business 
anywhere. 


Powers  of 
domestic  busi- 
ness corpora- 
tions, viz: 


Perpetual  suc- 
cession, unless 
limited  in  its 
articles  of 
association  or 
charter. 

Sue  and  be 
sued. 

Have  common 
seal. 


Elect  officers; 
agents,  etc. 


Make  by-laws. 


electric  railroad  or  street  railway  company,  tele- 
graph or  telephone  company,  gas  or  electric  light, 
heat  or  power  company,  canal,  aqueduct  or  water 
company,  turnpike  company,  or  which  now  have  or 
may  hereafter  have  the  right  to  take  or  condemn 
land  or  other  property  within  this  state  under  the 
power  of  eminent  domain,  or  to  exercise  or  acquire 
franchises  in  streets  or  highways  of  this  state. 

SEC.  4.  PURPOSES  FOR  WHICH  CORPORATIONS  MAY 
BE  ORGANIZED. — Corporations  may  be  organized 
under  this  title  for  the  purpose  of  carrying  on  any 
lawful  business  anywhere,  provided  that  corpora- 
tions of  the  kinds  mentioned  in  paragraph  (2)  of 
Section  3  hereof,  shall  not  be  organized  under  this 
title  for  the  purpose  of  carrying  on  business  within 
this  state. 

SEC.  5.  CORPORATE  POWERS. — Every  corporation 
shall  have  power  and  authority  to  do  any  lawful  act 
which  is  necessary  or  proper  to  accomplish  the  pur- 
poses of  its  incorporation.  Without  limiting  or  en- 
larging the  effect  of  this  general  grant  of  authority, 
it  is  hereby  specifically  provided  that  every  corpora- 
tion shall  have  power: 

(a)  to  have  perpetual  succession  in  its  corporate 
name,  unless  a  period  for  its  duration  is  limited  in  its 
articles  of  association  or  charter; 

(b)  to  sue  and  be  sued  in  its  corporate  name; 

(c)  to  have  and  use  a  common  seal,  and  alter  the 
same  at  pleasure; 

(d)  to  elect  such  officers  and  appoint  such  agents 
as  its  business  requires,  and  to  fix  their  compensation 
and  define  their  duties; 

(e)  to  make   by-laws  not  inconsistent  with  the 
constitution  or  laws  of  the  United  States  or  of  this 
state,  or  with  the  corporation's  charter  or  articles  of 


9 

association,  determining  the  time  and  place  of  holding  same  subject. 
and  the  manner  of  calling  and  of  conducting  meetings 
of  its  stockholders  and  directors,  the  manner  of  elect- 
ing its  officers  and  directors,  the  mode  of  voting  by 
proxy,  the  number,  qualifications,  powers,  duties  and 
term  of  office  of  its  officers  and  directors,  the  number 
of  directors  and  of  shares  of  stock  necessary  to 
constitute  a  quorum,  which  number  may  be  not  less 
than  a  majority,  and  the  method  of  making  demand 
for  payment  of  subscriptions  to  its  capital  stock,  and 
providing  for  an  executive  committee  to  be  elected 
from  and  by  the  board  of  directors  and  defining  its 
powers  and  duties,  and  containing  any  other  pro- 
visions, whether  of  the  same  or  of  a  different  nature, 
for  the  management  of  the  corporation's  property 
and  the  regulation  and  government  of  its  affairs; 

(f  )  to  make  contracts,  incur  liabilities  and  borrow  Make  con- 

tracts, etc. 
money; 

(g)  to  acquire,  hold,  sell  and  transfer  shares  of  Acquire, 
its  own  capital  stock:  Provided,  that  no  corporation 
shall  use  its  funds  or  property  for  the  purchase  of  its 
own  shares  of  capital  stock  wiien  such  use  would 
cause  any  impairment  of  the  capital  of  the  cor- 
poration; 

(h)     to  acquire,  hold,  sell,  assign,  transfer,  mort-  Acquire,  sen, 
gage,   pledge   or  otherwise   dispose   of  any  bonds, 


securities  or  evidences  of  indebtedness  created  by, 


or  the  shares  of  the  capital  stock  of,  any  other  cor- 

poration or  corporations  of  this  state  or  of  any  other 

state,   country,   nation   or  government,   and  while 

owner  of  said  stock  to  exercise  all  the  rights,  powers 

and  privileges  of  ownership,  including  the  right  to  voting  thereon. 

vote  thereon; 

(i)     to  guarantee,  if  authorized  so  to  do   by   its 
charter  or  articles  of  association,  any  bonds,  securi- 


10 


To  guarantee 
certain  bonds, 
evidences  of 
indebtedness, 
shares,  etc., 
when. 


To  acquire, 
mortgage,  sell, 
etc.,  real  or 
personal  prop- 
erty. 


To  conduct 
business,  etc., 
where. 


Not  to  carry 
on  a  banking 
business,  etc. 


ties  or  evidences  of  indebtedness  created  by,  or  the 
shares  of  the  capital  stock  of,  any  other  corporation 
or  corporations  created  by  this  state  or  by  any  other 
state,  country,  nation  or  government; 

(j)  to  acquire,  hold,  use,  manage,  convey,  lease, 
mortgage,  pledge  or  otherwise  dispose  of  within  or 
without  this  state  any  other  property,  real  or  per- 
sonal, which  its  purposes  shall  require; 

(k)  to  conduct  business  and  have  offices  in  this 
state  and  elsewhere:  Provided,  however,  that  nothing 
in  this  section  contained  shall  authorize  any  corpor- 
ation to  carry  on  the  business  of  a  bank,  savings 
bank  or  trust  company,  or  the  business  of  trading 
in  bonds,  notes,  or  other  evidences  of  indebtedness. 


Association  by 
written  articles 
of  association. 


Articles  of 
association, 
what  to  state, 
viz: 


Intention  of 
forming  a  cor- 
poration. 


Name  of  the 
corporation. 


ORGANIZATION  OF  CORPORATIONS. 

SEC.  6.  METHOD  OF  INCORPORATION. —  Three  or 
more  persons  of  lawful  age  may  associate  themselves 
by  written  articles  of  association  with  the  intention 
of  forming  a  corporation  under  this  title  for  any 
purpose  permitted  by  Section  4  hereof. 

SEC.  7.  ARTICLES  OF  ASSOCIATION. — PROVISIONS 
REQUIRED — The  articles  of  association  shall  be  in 
the  English  language  and  shall  state : 

First:  that  the  subscribers  thereto  associate 
themselves  with  the  intention  of  forming  a  corpora- 
tion under  this  title. 

Second:  the  name  of  the  corporation,  which  name 
shall  contain  one  of  the  words  "company",  "corpora- 
tion" or  "incorporated",  or  one  of  the  abbreviations 
"Co."  or  "Inc.";  if  the  expression  "and  Company" 
or  "and  Co."  is  used  in  the  name,  such  expression 
shall  be  followed  by  the  word  "incorporated"  or  by 
the  abbreviation  "Inc.",  to  distinguish  the  name 
from  that  of  a  partnership.  The  name  shall  be  such 


11 


as  to  distinguish  it  plainly  from  that  of  any  other  same  subject. 

corporation,  domestic  or  foreign,  authorized  to  carry 

on  business  in  this  state  at  the  time  the  articles  of 

association  are  filed  as  hereinafter  provided.     Any 

foreign  corporation,  and  any  domestic  corporation 

for  purposes  of  reorganization,   however,  may  by  ganization 

written  authorization  signed  by  its  president  and  by 

its  treasurer  or  secretary,  pursuant  to  a  vote  of  its 

board  of  directors  or  of  its  stockholders,  consent 

to  its  name  or  one  similar  thereto  being  used  by 

a    corporation    organized    under    this    title.     Such 

written  authorization  with  a  copy  of  said  vote  duly 

attested  by  the  secretary  or  clerk  of  said  corporation 

shall  be  filed  in  the  office  of  the  secretary  of  state. 

Third:    the  purpose  or  purposes  for  which  the  Purposes  of 

.  .  «  -i  incorporation. 

corporation  is  formed. 

Fourth:    the  location  (town  or  city)  of  the  place  Location  Of 
of  business  or  principal  office  of  the  corporation  in 
this  state. 

Fifth:    the  total  amount  of  the  authorized  capital  Total  author- 
stock  of  the  corporation,  the  number  of  shares  into 


which  the  same  is  divided  and  the  par  value  of  each  ue.i 
share,  except  in  the  case  of  a  corporation  having 
stock  or  any  class  of  stock  without  par  value, 
in  which  case  the  articles  of  association  with 
respect  to  such  stock,  in  lieu  of  the  above,  shall  state 
the  total  number  of  shares  authorized  and  that  they 
are  without  par  value;  the  restrictions,  if  any, 
imposed  upon  the  transfer  of  stock;  and,  if 
there  be  two  or  more  classes  of  stock,  a  description 
of  the  different  classes  and  a  statement  of  the  terms 
on  which  they  are  created  and  of  the  voting  rights 
appertaining  thereto. 
Sixth:  the  period  of  duration  of  the  corporation  period  of  dura- 

•  »  , 

if  not  perpetual. 


tion  as  a  cor- 


12 


Articles  of 
association 
may  contain 
what  further 
provisions. 


Original  and 
duplicate 
articles  of 
association, 
how  executed; 
where  and  how 
filed. 


Certificate  of 
general  treas- 
urer that  fee 
prescribed  by 
Section  85  has 
been  paid. 


SEC.  8.  ARTICLES  OF  ASSOCIATION. — FURTHER 
PROVISIONS  AUTHORIZED. — The  articles  of  association 
may  contain  any  other  provisions  not  inconsistent 
with  law  for  the  conduct  and  regulation  of  the 
business  of  the  corporation,  or  for  limiting,  defining 
or  regulating  the  powers  of  the  corporation,  or  of  its 
directors  or  stockholders,  or  any  class  of  stockholders; 
they  may  also  provide  that  the  corporation  shall  have 
a  lien  on  all  shares  of  a  stockholder  for  assessments 
due  from  him  or  other  indebtedness  of  the  stock- 
holder due  to  the  corporation,  enforcible  in  such 
manner  as  the  by-laws  shall  provide;  and  they  may 
also  give  the  corporation  the  right,  in  case  of  sale  of 
stock  by  any  stockholder,  to  purchase  said  stock  at 
the  lowest  price  at  which  he  is  willing  to  sell,  before 
the  same  shall  be  sold  by  him  to  any  other  party, 
and  may  prescribe  the  time  within  which  the  cor- 
poration must  exercise  said  right;  but  no  such  lien 
or  right  of  pre-emption  on  the  part  of  the  corporation 
shall  be  valid  in  the  case  of  any  certificate  of  stock 
issued  after  the  taking  effect  of  the  Uniform  Stock 
Transfer  Act,  unless  the  right  of  the  corporation 
to  such  lien  or  pre-emption  is  stated  upon  the  certifi- 
cates. 

SEC.  9  ARTICLES  OF  ASSOCIATION. — EXECUTION 
AND  FILING. — An  original  and  a  duplicate  of  said 
articles  of  association  shall  be  signed  by  all  of  the 
incorporators  and  shall  be  acknowledged  by  them  in 
the  manner  in  which  deeds  of  real  estate  are  required 
to  be  acknowledged  within  this  state,  and  the  resi- 
dences of  said  incorporators  shall  be  stated  opposite 
their  names.  Both  the  original  and  the  duplicate  of 
said  articles  shall  thereupon  be  filed  in  the  office  of 
the  secretary  of  state,  together  with  a  certificate  of 
the  general  treasurer  that  said  incorporators  have 


13 

paid  into  the  general  treasury  for  the  use  of  the 
state  the  incorporation  fee  prescribed  by  Section  85 
hereof. 

SEC.  10.    ARTICLES  OF  ASSOCIATION.  —  CERTIFIED  Duplicate 
COPY.—  Thereupon  the  secretary  of  state,  upon  pay-  certificate! 
ment  to  him  by  said  incorporators  of  the  fee  pre-  ^^' 
scribed  by  Section  86  hereof,  shall  deliver  to  them  Jaid°tobe 
said  duplicate  of  the  articles  of  association  with  his 
certificate  under  the  seal  of  the  state  attached  thereto 
in  substantially  the  following  form: 

STATE    OF    RHODE    ISLAND    AND    PROVI- 
DENCE PLANTATIONS. 

I,  ,  secretary  of  Form  <*  cer- 

state,  hereby  certify  that  (here  insert  names  of  all  Jg|c^r 
incorporators)  filed  in  the  office  of  the  secretary  of  ass°ciation. 
state  on  (here  insert  date)  an  original  and  a  duplicate 
of  the  articles  of  association  for  forming  a  corpora- 
tion under  the  name  of  (here  insert  name  of  corpora- 
tion), and  that  the  foregoing  is  the  duplicate  of  said 
articles  of  association. 

Witness  my  hand  and  the  seal  of  the  State  of 
Rhode  Island  this  day  of 

in  the  year 

SEC.    11.      INCORPORATION.  —  WHEN    EFFECTIVE.  Delivery  Of 
When  said  duplicate  of  the  articles  of  association  has 


...  incorporation 

been  certified  and  delivered  as  aforesaid,  said  in-  effective- 
corporators,  their  associates,  successors  and  assigns 
shall  constitute  a  corporation. 

SEC.    12.     FIRST   MEETING   OF   CORPORATION.  —  First  meeting, 

...  how  called  and 

NOTICE.  —  The  first  meeting  of  said  corporation  shall  held- 
be  called  by  a  notice  signed  by  one  or  more  of  said 
incorporators,  stating  the  time,  place  and  purpose  of 
the  meeting,  a  copy  of  which  notice  shall  be  mailed, 
or  delivered,  to  each  incorporator  at  least  five  days 


14 


Same  subject. 


First  meeting 
business  of. 


Quorum. 


Vacancy,  by 
death  of  in- 
corporator, 
how  filled. 


By-laws, 
power  to  make, 
etc.,  in  whom 
vested. 


Name  and 
address  of 
treasurer,  or 
power  of  attor- 
ney, to  be 
filed  in  office  of 
secretary  of 
state,  when. 


before  the  day  appointed  for  the  meeting.  Said  first 
meeting  may  be  held  without  such  notice  upon 
agreement  in  writing  to  that  effect  signed  by  all  the 
incorporators.  There  shall  be  recorded  in  the 
minutes  of  the  meeting  a  copy  of  said  notice  or  of 
such  unanimous  agreement  of  the  incorporators. 

SEC.  13.  FIRST  MEETING. — BUSINESS  OF.— 
QUORUM. — At  such  first  meeting  the  corporation 
shall  be  organized  and  such  other  matters  within  the 
powers  of  the  corporation  may  be  disposed  of  as  the 
incorporators  may  see  fit.  A  majority  of  the  in- 
corporators shall  be  a  quorum  for  the  transaction  of 
business. 

SEC.  14.  DEATH  OF  INCORPORATOR. — APPOINT- 
MENT OF  SUCCESSOR. — When  by  reason  of  the  death 
of  any  incorporator  a  corporation  cannot  be  organized, 
the  remaining  incorporators  may,  by  written  appoint- 
ment filed  in  the  office  of  the  secretary  of  state,  appoint 
another  person  to  act  as  incorporator  with  them,  and 
the  person  so  appointed  shall,  with  said  remaining 
incorporators,  have  the  same  rights  and  powers  as 
the  persons  named  in  the  articles  of  association. 

SEC.  15.  BY-LAWS. — The  power  to  make,  alter 
and  repeal  by-laws  shall  be  in  the  inccrporators  until 
the  final  adjournment  of  the  first  meeting  and  there- 
after in  the  stockholders.  Any  corporation  may, 
however,  in  its  articles  of  association,  confer  such 
power  in  whole  or  in  part  upon  its  directors. 

SEC.  16.  FILING  NAME  AND  ADDRESS  OF  TREAS- 
URER.— APPOINTMENT  OF  RESIDENT  ATTORNEY.— 
Every  corporation  shall  file  in  the  office  of  the  secre- 
tary of  state  the  name  and  address  of  its  treasurer 
forthwith  upon  the  election  of  such  treasurer,  if  he  be 
a  resident  of  this  state;  and  if  such  treasurer  be  not  a 
resident  of  this  state  or  if  he  remove  therefrom,  such 


15 

corporation  shall  forthwith  upon  the-  election  or  re-  sa«,e  subject. 
moval  from  the  state  of  such  treasurer  appoint  by 
written  power  some  competent  person  resident  in  this 
state  as  its  resident  attorney  with  authority  (until  the 
election  of  a  resident  treasurer  and  the  filing  of  his 
name  and  address  as  aforesaid)  to  accept  service  of 
process  against  such  corporation  in  this  state,  and 
upon  whom  (until  such  election  and  filing)  all  pro- 
cess, including  the  process  of  garnishment,  against 
such  corporation  in  this  state  may  be  served.  Such 
power  of  attorney  shall  be  forthwith  filed  in  the 
office  of  the  secretary  of  state.  If  such  resident  NewaPPOmt- 
attorney  shall  die,  resign  or  remove  from  the  state, 
such  corporation  shall  forthwith  make  a  new  appoint- 
ment as  aforesaid  and  forthwith  file  such  power  of 
attorney  in  the  office  of  the  secretary  of  state.  No 


such  power  of  attorney  shall  be  revoked  until  after  a 


like  power  shall  have  been  given  to  some  other  com-  andmedgiven 

petent  person  resident  in  this  state  and  filed  as  afore- 

said.    Service  of  process  upon  such  resident  attorney 

shall  be  deemed  sufficient  service  upon  the  corpora- 

tion.    Any  corporation  which  shall  neglect  or  fail  to  Penalty  for 

file  the  name  and  address  of  its  treasurer,  or  to  appoint 


a  resident  attorney  and  file  such  power  of  attorney  in  a\0torne°yf. 
the  office  of  the  secretary  of  state  as  above  provided 
for  a  period  of  thirty  days  shall  be  liable  to  a  penalty 
of  not  exceeding  five  hundred  dollars.  A  corporation  First  filing 
which  has  filed  the  name  and  address  of  its  treasurer 
as  above  provided  need  not  file  the  same  again  upon 
the  re-election  of  such  treasurer.  A  corporation 
which  has  appointed  a  resident  attorney  and  filed  the 
power  of  attorney  as  above  provided  need  not  make  a 
new  appointment  or  file  a  new  power  of  attorney 
upon  the  re-election  of  a  non-resident  treasurer  or  the 
election  of  a  new  non-resident  treasurer.  Upon  the 


16 


Fee  for  filing 
$2.00. 


Secretary  of 
state  to  fur- 
nish and 
deliver  blanks 
for  filing  name 
and  address  of 
treasurer;  also 
copy  of  Section 
16  of  this  act. 


Corporation 
not  relieved 
by  failure  so  to 
do. 


Place  of  busi- 
ness or  prin- 
cipal office  to 
be  in  this 
state. 


filing  of  any  power  of  attorney  required  by  this 
section  the  fee  prescribed  by  Section  86  hereof  shall 
be  paid. 

SEC.  17.  SECRETARY  OF  STATE  TO  DELIVER 
BLANKS  FOR  FILING  NAME  AND  ADDRESS  OF  TREAS- 
URER.— Whenever  the  certified  duplicate  of  any 
articles  of  association  is  issued  by  the  secretary  of 
state  in  accordance  with  the  provisions  of  Section  10 
hereof,  he  shall  at  the  same  time  deliver  therewith  a 
blank  to  be  used  for  filing  the  name  and  address  of  the 
treasurer  of  the  corporation  in  compliance  with  the 
provisions  of  Section  16  hereof,  together  with  a  copy 
of  said  Section  16;  but  failure  to  do  so  on  the  part  of 
the  secretary  of  state  shall  not  relieve  the  corporation 
of  the  penalty  prescribed  in  said  Section  16  for 
failure  to  file  such  name  and  address. 

SEC.  18.  PLACE  OF  BUSINESS  OR  PRINCIPAL 
OFFICE. — Every  corporation  shall  maintain  a  place 
of  business  or  principal  office  in  this  state. 


Directors  and 
officers,  num- 
ber of,  how 
determined. 


Qualifications 
and  terms  of, 
how  deter- 
mined. 


First  board  of 
directors,  and 
officers,  may 
be  elected, 
how  and  when. 


OFFICERS  AND  DIRECTORS. 

SEC.  19.  BOARD  OF  DIRECTORS  AND  OFFICERS.— 
ELECTION,  QUALIFICATION,  ETC. — Every  corporation 
may  have  a  board  of  directors  of  such  number  and 
such  officers  as  the  charter,  articles  of  association  or 
by-laws  of  the  corporation  may  prescribe.  (The 
qualifications,  terms  of  office,  manner  of  election  and 
powers  and  duties /of  the  directors  and  officers, 
respectively,  may,  subject  to  the  provisions  of  this 
act,  be  prescribed  by  the  charter,  articles  of  associa- 
tion or  by-lawsT/  The  first  board  of  directors  and 
first  officers  of  a  corporation  may  be  elected  by  the 
incorporators  at  the  first  meeting  of  the  corporation, 
or  at  any  adjournment  thereof.  Unless  otherwise 
provided  in  the  charter,  articles  of  association  or 


17 

by-laws,  the  directors  and  officers  of  a  corporation 
shall  hold  office  until  their  successors  are  respectively 
elected  and  qualified.  Officers  or  directors  need  not  officers  and 

be  stockholders  unless  the  charter,  articles  of  asso-  5  otbe  stock- 

holder*, except 

ciation    or    by-laws    so    require.     Every    corpora- 


tion  may,  by  its  articles  of  association  or  by-laws, 

divide  its  directors  into  classes  and  prescribe  the 

terms  of  office  of  the  several  classes.     Unless  other-  vacancies,  how 

wise  provided  in  the  by-laws,  vacancies  in  the  board  fi 

of  directors  and  officers  may  be  filled  by  the  board  of 

directors.  / 

SEC.    ^0.     POWERS   OF   DIRECTORS.  —  EXECUTIVE  Directors, 
COMMITTEE.  —  The  board  of  directors  may  exercise  F 
all  the  powers  of  the  corporation,  except  s.uch  as  are 
conferred  by  law,  or  by  the  charter,  articles  of  asso- 
ciation  or   by-laws   of   the   corporation,    upon   the 
stockholders.     Where    a    corporation    has    by    its  Executive 

.  ..  .  committee, 

articles  of  association  or  by-laws  provided  for  an  how  elected. 
executive  committee,  it  shall  be  elected  from  and 
by  the  board  of  directors.     To  such  committee  may  Power  deie- 
be  delegated  any  or  all  of  the  powers  of  the  board  of 
directors  to  the  extent  authorized  by  the  articles  of 
association  or  by-laws. 

SEC.  21.  VALIDITY  OF  CONTRACT  BY  CORPORA- 
TION IN  CASE  OF  INTERESTED  OR  INTERLOCKING 
DIRECTORS.  —  Any  corporation  may  contract  for  any  £°nt™ctti<£ 
lawful  purpose  with  one  or  more  of  its  directors  or  ^th  directors- 
with  any  corporation  having  with  it  a  common 
director  or  directors,  if  the  contract  is  entered  into  in 
good  faith  and  is  approved  or  ratified  by  a  majority 
vote  at  any  meeting  of  its  board  of  directors:  Pro- 
vided, that  the  contracting  or  common  director  or 
directors  shall  not  vote  on  the  question  and  shall  not 
be  counted  in  ascertaining  whether  or  not  a  quorum  is 
present  for  this  purpose  at  the  meeting.  A  contract 


18 


same  subject,  made  in  compliance  with  the  foregoing  provisions 
shall  be 'voidable  by  the  corporation  complying  with 
said  provisions  only  in  case  it  would  be  voidable  if 
made  with  a  stranger. 

MEETINGS. 


Stockholders' 
meetings,  by- 
laws inuy  fix 
time  and  place 
for  holding, 
etc. 


Meetings  to  be 
held  within 
this  state. 


Stockholders, 
voting  powers 
of. 

Proxy. 


Cumulative 
voting. 


SEC.  22.  STOCKHOLDERS'  MEETINGS. — The  by- 
laws may  fix  the  time  and  place  of  holding  all  meet- 
ings of  stockholders  and  the  manner  of  calling 
and  of  conducting  the  same.  The  existence  of  any 
corporation  shall  not  be  impaired  by  a  failure  to 
hold  an  annual  meeting  for  the  election  of  directors 
or  officers  or  a  failure  to  elect  directors  or  officers  at 
the  time  prescribed  by  the  charter,  articles  of  asso- 
ciation or  by-laws  of  the  corporation;  but  such 
election  may  be  had  at  a  subsequent  meeting  duly 
called  and  held  for  that  purpose.  All  meetings  of 
stockholders  shall  be  held  within  this  state. 

SEC.  23.  VOTING  POWERS  OF  STOCKHOLDERS. — 
PROXIES. — CUMULATIVE  VOTING. — Unless  otherwise 
provided  in  the  charter  or  articles  of  association, 
each  stockholder  shall  at  every  meeting  of  the  stock- 
holders be  entitled  to  one  vote  in  person  or  by  proxy 
for  each  share  of  the  capital  stock  held  by  him. 
However,  if  the  charter  or  articles  of  association  so 
provide,  at  all  elections  of  directors  each  stockholder 
shall  be  entitled  to  as  many  votes  as  shall  equal  the 
number  of  his  shares  of  stock  multiplied  by  the 
number  of  directors  to  be  elected,  and  he  may  cast 
all  of  such  votes  for  a  single  director  or  may  dis- 
tribute them  among  the  number  to  be  voted  for  or 
any  two  or  more  of  them,  as  he  may  see  fit,  which 
right,  when  exercised,  shall  be  termed  cumulative 
voting. 

SEC.  24.     VOTING   RIGHTS   OF   FIDUCIARIES   AND 


19 

PLEDGEES. — A  person  holding  stock  in  a  fiduciary 
capacity  shall  be  entitled  to  vote  the  same.  In  the 
case  of  stock  held  jointly  by  two  or  more  executors, 
administrators,  guardians,  conservators,  trustees  or 
other  fiduciaries,  such  fiduciaries  may  designate  in 
writing  one  or  more  of  their  number  to  represent 
such  stock  and  vote  the  same,  unless  there  is  a  pro- 
vision to  the  contrary  in  the  instrument,  if  any, 
defining  their  powers  and  duties.  A  person  whose 
stock  is  pledged  shall  be  entitled  to  vote  thereon 
until  said  stock  is  transferred  on  the  books  of  the 
corporation  to  the  pledgee,  and  thereafter  the 
pledgee  shall  be  entitled  to  vote  the  same. 

SEC.    25.     CORPORATION    NOT    TO    VOTE    OWN 
STOCK. — No  corporation  shall  directly  or  indirectly  ownstock- 
vote  upon  any  share  of  its  own  capital  stock. 

SEC.  26.     DIRECTORS'  MEETINGS. — WHERE  HELD.  Directors  may 

meet  within  or 

—Meetings  of  the  board  of  directors  may  be  held  ^°ui  this 
within  or  without  this  state. 

SEC.    27.     MEETINGS    CALLED    BY    JUSTICE    OF 
SUPERIOR  OR  DISTRICT  COURT. — If  by  reason  of  the  justice  of 
death  or  absence  of  the  officers  of  a  corporation  or 

may  issue 

other  cause  there  is  no  person  duly  authorized  to  call 
a  legal  meeting  of  stockholders  or  directors,  or  if  the  ing' when 
officer  whose  duty  it  is  to  call  such  meeting  neglects 
after  request,  or  without  just  cause  refuses  to  do  so, 
a  justice  of  the  superior  court  or  of  any  district  court 
may,  with  or  without  notice,  in  his  discretion,  upon 
written  application  of  any  stockholder  or  director, 
issue  a  warrant  to  such  applicant  directing  him  to 
call  such  meeting  by  giving  due  notice  thereof. 

STOCK,- 

- 

SEC.  28.     KINDS  AND  CLASSES  OF  STOCK. — Every  stock>  creation 

of  one  or  more 

corporation  may  create  one  or  more  classes  of  stock  classesof 


20 


Same  subject. 


Stock,  issue  of 
with  par  value, 
etc. 


Consideration 
for,  how  paid 
or  delivered. 


Stock,  with 
par  value, 
issue  of,  at  less 
than  par,  and 
for  certain 
considerations. 


Resolution 
authorizing 
such  issue. 


with  such  preferences,  voting  powers,  restrictions  and 
qualifications  as  shall  be  fixed  in  the  articles  of 
association  or  charter. 

SEC.  29.  ISSUE  OF  CAPITAL  STOCK  WITH  PAR 
VALUE  AND  PAYMENT  THEREFOR. — Any  corporation 
may  issue  capital  stock  with  par  value  either  for 
cash,  or  for  services,  personal  property,  tangible  or 
intangible,  or  real  estate;  and  the  stock  so  issued 
shall  be  full-paid  and  not  liable  to  any  further 
call  or  assessment,  and  the  holder  thereof  shall 
not  be  liable  for  any  further  payments  under  the 
provisions  of  this  act. 

The  consideration  for  stock  so  issued  shall  be  paid 
or  delivered  at  such  time  or  times  and  in  such  in- 
stallments as  shall  be  determined  by  or  in  pursuance 
of  the  vote  authorizing  its  issue. 

SEC.  30.  ISSUE  OF  CAPITAL  STOCK  WITH  PAR 
VALUE  AND  PAYMENT  THEREFOR. — ALTERNATIVE 
METHOD.  —  Any  corporation  may  issue  capital 
stock  with  par  value  for  cash  at  less  than 
par,  or  for  services,  personal  property,  tangible 
or  intangible,  or  real  estate,  in  the  following 
manner : 

A.  The  incorporators  at  their  first  meeting  or  the 
stockholders  at  any  meeting  duly  called  for  such 
purpose  shall  pass  a  resolution  authorizing  the 
issue  of  stock  for  cash  at  not  less  than  a  specified 
price,  or  for  certain  specified  services  or  property, 
stating  the  value  at  which  such  services  or  property 
are  received  or  to  be  received  by  the  cor- 
poration; such  resolution  shall  require  the  af- 
firmative vote  of  a  majority  of  the  incorporators 
or  of  a  majority  in  interest  of  all  of  the  capital 
stock  (or,  if  two  or  more  classes  of  stock  have 
been  issued,  of  a  majority  in  interest  of  each  class 


* 


21 

of  stock)   issued  and  outstanding  and  entitled  to  same  subject. 
vote;  or  said  resolution  may  be  passed  by  the  board 
of  directors  when  said  board  is  authorized  so  to  do 
by  the  aforesaid  affirmative  vote  of  the  incorporators 
or  stockholders. 

B.  Before  the  issue  of  any  such  stock  authorized  statement  to 

be  executed 

as  aforesaid,  the  president  or  vice-president  and  the  under  oath- 
treasurer  or  assistant  treasurer,  and  a  majority  of  the 
directors  (if  the  corporation  has  directors),  shall 
execute  under  oath  a  statement  in  such  form  as  may 
be  prescribed  or  permitted  by  the  secretary  of  state, 
setting  forth: 

I.  the  total  amount  of  stock  to  be  issued;  SSUtTo^t 

II.  the   amount    of   such   stock   to   be     issued  forth* 
respectively, 

(a)  for  cash,  if  any  (and  the  specified  price  per 
share) ; 

(b)  for    services,    if    any    (with    a    statement 
of    their  nature  and  character); 

(c)  for  real  estate,  if  any   (with  a  description 
thereof  in  sufficient  detail  to  permit  its  identifica- 
tion) ; 

(d)  for  personal  property,  if  any  (with  a  descrip- 
tion thereof  in  like  detail) ;  and 

III.  the    values    at    which   such    services,    real 
estate    and    personal    property,    respectively,    are 
received  or  to  be  received  by  the  corporation. 

C.  Such  statement  shall  be  filed  in  the  office  of  the  statement  to 
secretary  of  state,  accompanied  by  the  payment  of 

the  fee  prescribed  by  Section  86  hereof.  Fee  *2-00- 

D.  When  such  statement  has  been  filed  and  the  stock  may 
fee  therefor  paid  as  aforesaid,  and  the  consideration 

for  which  such  stock  was  authorized  to  be  issued 
has  been  received,  the  corporation  may  then,  but 
not  until  then,  issue  the  stock,  and  upon  the 
terms,  mentioned  in  said  statement. 


22 


Stock  so  issued 
at  less  than 
par,  etc.,  to  be 
full  paid  and 
non-assessable. 


Liability  for 
stock  issued 
under  the  pro- 
visions of  this 
section. , 


Certificates  of 
stock  issued 
under  the  pro- 
visions of  this 
section,  to  con- 
tain what  state- 
ment. 


Stock,  issue  of 
without  par 
value,  etc. 


If  and  when  the  foregoing  provisions  of  this 
section  have  been  complied  with,  such  stock, 
so  issued,  even  though  the  price  thereof,  or  the 
value  at  which  such  consideration  was  received 
by  the  corporation,  is  less  than  its  par  value, 
shall  be  full-paid  and  not  liable  to  any  further 
call  or  assessment  whatsoever,  and  the  holders 
thereof  shall  not  be  liable  for  any  further  pay- 
ments under  the  provisions  of  this  act  or  other- 
wise. 

Whenever  any  corporation  shall  issue  any  capital 
stock  under  the  provisions  of  this  section,  the  capital 
of  the  corporation,  at  the  time  of  such  issue,  repre- 
sented by  such  stock  shall,  for  the  purposes  of 
Sections  38  and  42  hereof,  be  deemed  to  be  the 
aggregate  amount  of  (a)  the  cash  for  which  any  such 
stock  was  authorized  to  be  issued  and  (b)  the  values 
at  which  the  services  and  property,  for  which 
any  such  stock  was  authorized  to  be  issued, 
were  received  by  the  corporation. 

All  certificates  for  stock  issued  under  the  pro- 
visions of  this  section  shall  contain  a  statement 
reading  substantially  as  follows,  viz:  "The  stock 
represented  by  this  certificate  was  issued  under 
Section  30  of  the  General  Corporation  Law."  No 
certificate  of  stock  shall  be  issued  by  any  corporation 
representing  both  stock  issued  under  this  section 
and  stock  issued  under  any  other  provision  of  this 
act  or  of  any  other  law. 

SEC.  31.  STOCK  WITHOUT  PAR  VALUE. — Any  cor- 
poration may  in  its  articles  of  association  provide 
that  all  or  any  one  or  more  classes  of  its  stock 
of  whatever  kind  (other  than  stock  preferred  as 
to  dividends  or  principal,  or  both),  shall  have 
no  par  value.  I  Every  share  of  such  stock  without 


23 

par  value  shall  be  equal  in  all  respects  to  every  other  same  subject. 
share  of  the  same  class./  Such  stock  may  be  issued 
by  the  corporation  from  time  to  time  for  such 
consideration,  consisting  of  cash,  services,  personal 
property,  tangible  or  intangible,  or  real  estate,  as 
may  be  fixed  from  time  to  time  by  the  board 
of  directors  pursuant  to  authority  conferred 
in  the  articles  of  association,  or  if  such  articles 
shall  not  so  provide,  then  by  the  vote  of  the 
holders  of  a  majority  of  each  class  of  stock  then 
outstanding  and  entitled  to  vote  given  at  a  meeting 
called  for  that  purpose  in  such  manner  as  shall  be 
prescribed  by  the  by-laws,  and  any  and  all  such 
shares  so  issued,  the  full  consideration  for  which  has 
been  paid  or  delivered,  shall  be  deemed  full-paid 
stock  and  not  liable  to  any  further  call  or  assessment 
thereon,  and  the  holder  of  such  shares  shall  not  be 
liable  for  any  further  payments  thereon. 

In  any  case  in  which  the  law  requires  that  the  par  TO  be  stated 

r  that  stock  is 

value  of  the  shares  of  stock  of  a  corporation  shall  be  ^g^g?* 
stated  in  the  articles  of  association  or  any  certificate 
or  other  paper,  it  shall  be  stated  in  respect  of  such 
shares  that  they  are  without  par  value,  and  where- 
ever  the  amount  of  stock,  authorized,  issued,  out- 
standing or  paid  in,  is  required  to  be  stated,  the 
number  of  shares  authorized,  issued,  outstanding  or 
paid  in  shall  be  stated,  and  it  shall  also  be  stated  that 
they  are  without  par  value. 

SEC.  32.     CERTIFICATE  OF  PAYMENT  OF  CAPITAL  certificate 

o  .  .  stating  amount 

STOCK.  —  Ihe  president  or  vice-president  with  the 


treasurer  or  secretary  of  every  corporation  shall,  where?tftnerand 
within   thirty  days  after  written  request  by  any  quest!"1' 
creditor  or  stockholder  of  the  corporation,  execute 
under  oath  and  file  in  the  office  of  the  secretary  of 
state  a  certificate  stating  the  amount  of  the  capital 


24 


filed,  when. 


proceedings 

and  punish- 


stock  of  said  corporation  paid  in:  Provided,  that 
g^^  certificate  need  not  be  so  made  or  filed  unless 
the  corporation  has  issued  additional  capital 
stock  or  received  payment  on  account  of  its  capital 
stock  since  the  filing  of  the  last  certificate  under  the 
provisions  of  this  section.  If  any  of  the  said  officers 
to  file  sna^  neglect  or  refuse  to  perform  the  duties  required 
wleerqScrele  of  them  by  this  section  for  thirty  days  after  such 
written  request,  the  superior  court  may,  ex  parte, 
upon  application  of  any  such  creditor  or  stock- 
holder, order  such  officers  to  file  such  certificate 
within  a  time  to  be  fixed  in  such  order,  and,  in  case 
said  order  is  not  complied  with,  said  court  may 
punish  the  delinquent  officers  as  for  contempt  of 
court. 

SEC.  33.  SHARES  OF  STOCK  DEEMED  TO  BE  PER- 
soNAL  PROPERTY.  —  STOCK  CERTIFICATES.  —  The 
shares  of  stock  in  every  corporation  shall  be  deemed 
to  be  personal  property  except  in  the  case  of  a  cor- 
poration created  by  special  act  whose  charter  other- 
wise  provides.  Every  stockholder  shall  be  entitled  to 

.  . 

a  certificate  or  certificates  signed  by  the  officers  desig- 
nated for  that  purpose  in  the  by-laws  of  the  corpo- 
ration, and  in  the  absence  of  any  such  designation, 
by  the  president  or  vice-president  and  the  treasurer 
or  secretary,  certifying  the  number  of  shares  owned 
by  him  in  the  corporation.  If  the  corporation  has  two 
or  more  classes  of  stock,  each  such  certificate  shall 
designate  the  class  of  stock  to  which  such  shares 
belong.  If  any  shares  are  without  par  value  every 
certificate  for  any  such  shares  shall  state  such  fact. 
If  the  shares  represented  by  any  such  certificate 
were  issued  under  the  provisions  of  Section  30  hereof, 
such  certificate  shall  contain  the  statement  required 
by  said  section. 


erety?eJceprtop" 


stock 

certificate. 


25 

SEC.  34.  EIGHTS  OF  STOCKHOLDERS  TO  SUBSCRIBE 
FOR  NEW  STOCK. — Except  as  otherwise  provided  in  subcscribefo8rto 
the  articles  of  association  or  charter  of  the  corpora- 
tion, all  the  stockholders  shall  have  the  right  to 
subscribe  for  any  new  capital  stock  issued  by  the 
corporation  in  proportion  to  their  respective  holdings 
of  stock  at  the  time  of  such  issue:  Provided,  how- 
ever, that,  except  as  aforesaid,  in  case  any  class  of 
stock  shall  at  the  time  of  such  new  issue  of  capital 
stock  be  not  entitled  to  vote  and  shall  be  entitled 
to  preferred  dividends  at  a  fixed  rate  and  no  more 
and  shall  be  entitled  to  a  preference  in  case  of  the 
liquidation  of  the  corporation  and  to  receive  a  fixed 
amount  per  share  upon  such  liquidation  and  no 
more,  the  holders  of  such  class  of  stock  shall  not  be 
entitled  to  subscribe  for  any  new  stock  of  any  other 
class  that  may  be  issued  by  the  corporation,  but  the 
other  stockholders  shall  have  the  sole  right  to  sub- 
scribe for  such  n.ew  stock  in  proportion  to  their 
respective  holdings.  Nothing  in  this  section  con- 
tained shall  be  held  to  impair  stockholders'  rights 
existing  at  the  time  this  act  takes  effect. 

SEC.  35.     STOCK  LEDGER. — The  original  or  dupli-  stock  ledger  or 

r  duplicate,  to  be 

cate  stock  ledger,  containing  the  names  and  ad- 
dresses  of  all  the  stockholders  and  the  number  of 
shares  held  by  them  respectively,  shall  at  all  times 
be  kept  at  the  place  of  business  or  principal  office  of 
the  corporation  or  of  its  transfer  agent  in  this  state, 
and  said  original  or  duplicate  stock  ledger  shall  be 
evidence  in  all  courts. 

SEC.  36.     LOST  CERTIFICATES. — The  directors  of  a 

,  ,.  .  cate  of   stock, 

corporation  may,  unless  otherwise  provided  by  the  Jgh£dandhow 
by-laws,  determine  the  conditions  on  which  a  new 
certificate  of  stock  may  be  issued  in  place  of  any 
certificate  which  is  alleged  to  have  been  lost  or 


Uniform  stock 
Transfer  act. 


26 
Bond  may  be     destroyed.     They  may  in  their  discretion  require  the 

required.  J  ^ 

person  claiming  to  be  the  owner  of  a  lost  or  destroyed 
certificate,  or  his  legal  representative,  to  give  a  bond 
with  sufficient  surety  to  the  corporation  to  indemnify 
it  against  any  loss  or  claim  which  may  arise  by  reason 
of  the  issue  of  the  certificate  in  place  of  such  lost  or 
destroyed  certificate.  Nothing  herein  contained  shall 
be  held  to  impair  or  abridge  the  remedy  provided  by 
the  Uniform  Stock  Transfer  Act. 


STOCKHOLDERS'  AND  DIRECTORS' 
LIABILITY. 

Itocbkhofders  ^Ec-  ^7.  LIABILITY  OF  STOCKHOLDERS  FOR 
br«SSlypaid"  PARTLY  PAID-IN  STOCK.— When  the  whole  issued 
capital  stock  of  a  corporation  shall  not  have  been 
paid  in,  and  the  assets  shall  be  insufficient  to 
satisfy  its  debts  and  obligations,  each  stockholder 
shall  be  bound  to  pay  on  each  share  held  by  him  the 
sum  necessary,  if  any,  to  complete  the  amount  of  the 
par  value  of  such  share  as  fixed  by  the  charter  or 
articles  of  association,  or  such  proportion  of  that 
sum  as  shall  be  required  to  satisfy  the  debts  and 
obligations  of  the  corporation;  in  the  case  of  stock 
without  par  value  this  liability  shall  be  limited 
to  the  unpaid  balance,  if  any,  of  the  consideration 
for  which  such  stock  was  issued  by  the  cor- 
poration; in  case  any  stock  is  issued  under  the 
provisions  of  Section  30  hereof  before  the  full  con- 
sideration for  which  said  stock  was  authorized  to  be 
issued  has  been  paid  or  delivered  to  the  corporation, 
such  liability  shall  be  limited  to  the  unpaid  balance 
of  such  consideration.  No  stockholder  shall  be 
liable  as  such  for  any  payment  on  his  stock  or  for  any 
debt  of  the  corporation,  in  the  case  of  stock  having  a 


27 

par  value  after  the  par  value  of  his  stock  has  been  same  subject. 
paid  in,  and  in  the  case  of  stock  without  par  value 
or  stock  issued  in  accordance  with  the  provisions  of 
Section  30  hereof,  after  the  payment  of  the  con- 
sideration for  which  such  stock  was  issued  by  the 
corporation.  No  stockholder  shall  be  liable  for 
any  debt  of  the  corporation  contracted  after  he 
ceases  to  be  the  holder  of  record  of  such  unpaid 
stock.  Neither  a  purchaser  of  such  unpaid  stock 
without  notice  that  the  same  is  not  full-paid  nor 
any  transferree  of  such  stock  subsequent  to  him, 
shall  be  subject  to  the  liability  hereinbefore  created. 
No  note  or  other  obligation  of  any  stockholder, 
whether  secured  by  pledge  or  otherwise,  shall  be 
considered  as  payment  of  any  part  of  the  capital 
stock. 

Such  liability  of  any  stockholder  may  be  enforced  Liability,  how 
by  an  action  of  the  case  or  by  a  bill  in  equity  brought 
by  the  corporation  or  by  its  receiver,  assignee  or 
trustee  in  bankruptcy,  but  only  in  case  such  action 
or  bill  is  brought  during  such  stockholder's  record 
ownership  of  unpaid  stock  or,  where  such  liability 
continues  after  a  transfer  of  such  stock,  within  six 
years  after  such  transfer  has  been  recorded  on  the 
corporation's  books;  and  such  liability  may  be  en- 
forced by  any  creditor  of  the  corporation  by  an  action 
of  the  case  or  bill  in  equity,  but  only  after  judgment 
or  decree  has  been  obtained  by  such  creditor  against 
the  corporation  and  execution  on  such  judgment  has 
been  returned  unsatisfied  in  whole  or  in  part,  or  said 
decree  has  not  been  complied  with,  and  only  in  case 
proceedings  to  obtain  such  judgment  or  decree  against 
the  corporation  are  commenced  during  such  owner- 
ship or  within  said  period  of  six  years  and  such  pro- 
ceedings against  the  stockholder  are  .  commenced 


28 


Same  subject. 


Liability  of 
stockholder  for 
unlawful  divi- 
dends, etc. 


Liability,  how 
enforced. 


within  one  year  after  the  return  of  the  execution  or 
the  expiration  of  the  time  for  payment,  as  fixed  by 
said  decree. 

SEC.  38.  LIABILITY  OF  STOCKHOLDERS  FOR  UN- 
LAWFUL DIVIDENDS,  ETC. — If  any  dividend  shall  be 
paid  to  the  stockholders  except  from  the  surplus  or 
net  profits  of  the  corporation,  or  if  any  part  of  the 
capital  of  the  corporation  shall  be  divided,  with- 
drawn, or  in  any  way  paid  to  the  stockholders,  or 
any  of  them,  except  in  accordance  with  the  provisions 
of  Section  53  hereof,  the  stockholders  who  receive 
any  such  dividend  or  any  such  part  of  the  capital 
of  the  corporation  shall  be  liable  for  the  debts  and 
obligations  of  the  corporation  to  the  extent  of  the 
amount  so  received  with  interest.  Such  liability  of 
any  stockholder  may  be  enforced  by  an  action  of  the 
case  or  by  bill  in  equity  brought  by  the  receiver, 
assignee  or  trustee  in  bankruptcy  of  the  corporation, 
but  only  in  case  such  action  or  bill  is  brought  within 
six  years  after  the  receipt  by  such  stockholder  of  such 
dividend  or  such  part  of  capital;  and  such  liability 
may  be  enforced  by  any  creditor  of  the  cor- 
poration by  an  action  of  the  case  or  bill  in 
equity,  but  only  after  judgment  or  decree 
has  been  obtained  by  such  creditor  against 
the  corporation  and  execution  thereon  has  been  re- 
turned unsatisfied  in  whole  or  in  part,  or  said  decree 
has  not  been  complied  with,  and  only  in  case  pro- 
ceedings to  obtain  such  judgment  or  decree  against 
the  corporation  are  commenced  within  said  period  of 
six  years  and  the  subsequent  proceedings  against  such 
stockholder  are  commenced  within  one  year  after 
the  return  of  the  execution  or  the  expiration  of  the 
time  for 'payment  as  fixed  by  said  decree. 

SEC.  39.     SUIT  OF  STOCKHOLDER  FOR  CONTRIBU- 


how 


29 

TION.  —  Any  stockholder  who  shall  pay  on  a  judgment 
or  otherwise  more  than  his  just  and  equitable  pro- 
portion  of  any  debt  of  the  corporation  for  which  he 
is  liable,  may,  within  two  years  after  such  payment, 
proceed  in  the  superior  court  in  equity  for  con- 
tribution against  any  one  or  more  of  the  other  stock- 
holders who  were  originally  liable  with  him  for  the 
payment  of  said  debt. 

SEC.  40.     STOCK  HELD  BY  FIDUCIARY  OR  PLEDGEE.  Estate  of 

,       ,  ,  .  ,  .  .  stockholder  to 

-No  person  holding  stock  in  any  corporation  as  be  subject  to 

J  liability,  when. 

executor,  administrator,  guardian,  conservator  or 
trustee,  or  in  any  other  fiduciary  capacity,  and  no 
person  holding  such  stock  as  collateral  security  shall 
be  personally  subject,  by  virtue  of  such  stock,  to 
any  liabilities  as  a  stockholder  of  such  corporation; 
but  the  estates  and  funds  in  the  hands  of  any  such 
fiduciary  shall  be  subject  to  any  such  liabilities;  and 
the  person  pledging  stock  as  collateral  security  shall 
be  subject  to  the  liabilities  of  a  stockholder  as  if  said 
stock  had  not  been  pledged. 

SEC.  41.     LIABILITY  OF  DIRECTORS  FOR  UNLAW-  Liability  Of 

.  directors  for 

FUL  DIVIDENDS.  —  The  directors  of  a  corporation  shall 


not  make  dividends  except  from  its  surplus  or  net 
profits,  nor  divide,  withdraw  or  in  any  way  pay  to 
the  stockholders,  or  any  of  them,  any  part  of  the 
capital  of  such  corporation,  except  in  accordance 
with  the  provisions  of  Section  53  hereof.  In  case  of  Liability,  how 

.  .  ,  , .  .     ,        .  -  enforced. 

any  intentional  or  negligent  violation  of  the  fore- 
going provisions  of  this  section,  the  directors  voting 
therefor  shall  be  jointly  and  severally  liable  to  the 
receiver,  assignee  or  trustee  in  bankruptcy  of  such 
corporation  in  an  action  of  the  case  brought  within 
six  years  after  such  violation,  to  the  full  amount 
by  which  the  capital  is  impaired  by  such  dividend  or 
to  the  full  amount  of  capital  so  divided,  withdrawn 


30 


Same  subject. 


Liability  of 
officers  and 
directors  for 
loans  to  officers, 
directors,  or 
stockholders. 


Liability,  how 
enforced. 


Liability  of 
officers  and 
directors  for 
false  certifi- 
cates, etc. 


or  paid  out,  with  interest  on  the  same  from  the  time 
such  liability  accrued. 

SEC.  42.  LIABILITY  OF  OFFICERS  AND  DIRECTORS 
FOR  LOANS  TO  OFFICERS,  DIRECTORS  OR  STOCK- 
HOLDERS.— No  loan  of  the  funds  of  any  corporation 
shall  be  made  to  any  officer,  director  or  stockholder^ 
If  any  such  loan  shall  be  made,  the  officers  and  direc- 
tors making  the  same  or  consenting  thereto  shall, 
until  such  loan  is  repaid,  be  jointly  and  severally 
liable  to  the  corporation  in  an  action  of  the  case 
to  the  full  amount  of  such  loan  with  interest. 

SEC.  43.  ENFORCEMENT  OF  LIABILITY  OF  DIREC- 
TORS AND  OFFICERS  AT  SUIT  OF  STOCKHOLDER. 
Whenever  any  director  or  officer  of  any  corporation 
shall  be  liable  to  the  corporation  under  the  provisions 
of  Section  42  hereof,  any  stockholder  may  bring 
and  prosecute  a  suit  in  the  name  and  for  the  benefit 
of  the  corporation  to  enforce  such  liability,  if  the 
corporation  shall  refuse  or  neglect  to  bring  such  a 
suit  for  two  months  after  being  requested  in  writing 
so  to  do;  or  if  having  brought  such  suit,  the  corpora- 
tion shall  fail  to  prosecute  the  same  with  diligence, 
any  stockholder  may,  in  the  discretion  of  the  court, 
be  permitted  to  intervene  as  a  party  plaintiff. 

SEC.  44.  LIABILITY  FOR  FALSE  CERTIFICATES, 
ETC. — If  the  officers  or  directors  of  any  domestic  or 
foreign  corporation  shall  make  any  certificate, 
affidavit,  statement  or  report  required  by  Sections  30, 
32,  54,  65  or  68  hereof  which  is  false  and  which  at  the 
time  of  signing  the  same  they  know  to  be  false  in  any 
material  representation,  the  officers  and  directors 
signing  such  certificate,  affidavit,  statement  or 
report  knowing  it  to  be  false  as  aforesaid  shall  be 
jointly  and  severally  liable  for  two  years  thereafter 
for  all  debts  of  the  corporation  then  existing  or 


31 

incurred  within  one  year  after  the  making  of  such 
certificate,  affidavit,  statement  or  report.  Such 
liability  may  be  enforced  by  any  person  whose  debt 
was  incurred  before  the  expiration  of  said  period  of 
one  year  by  an  action  of  the  case  or  bill  in  equity 
against  any  such  officer  or  director,  but  no  such 
action  or  bill  shall  be  brought  until  a  judgment  has 
been  entered  against  such  corporation  and  execution 
thereon  has  been  returned  unsatisfied  in  whole  or  in 
part,  or  such  corporation  has  been  adjudicated 
bankrupt  or  adjudged  insolvent  or  a  permanent 
receiver  of  such  corporation  has  been  appointed. 

SEC.  45.     SUITS  BY  DIRECTORS  OR  OFFICERS  FOR  suit  by  officer 
CONTRIBUTION. — Any  director  or  officer  of  any  cor-  contribution?1" 

J         f          how  brought. 

poration  who  shall  pay  on  a  judgment  or  otherwise 
more  than  his  just  and  equitable  proportion  of  any  9 
amount  for  which  he  is  liable  under  the  provisions  of 
Section  42  hereof  may,  within  two  years  after 
such  payment,  proceed  in  equity  for  contribution 
against  any  of  the  other  directors  or  officers  who 
were  originally  liable  with  him  for  the  payment  of 
such  amount,  and  may  recover  against  each  of  them 
their  just  and  equitable  proportion  thereof. 

SEC.  46.     ACTION  AGAINST  DIRECTOR,  ETC.,  SHALL  survival  of 

....  certain  actions. 

SURVIVE. — Except  as  otherwise  provided  in  this  act 
any  right  of  action  against  any  officer,  director  or 
stockholder  of  a  corporation  arising  from  any  liability 
or  penalty  created  or  imposed  by  the  provisions  of 
this  act  shall  survive  the  death  of  such  person;  and 
the  right  of  contribution  provided  by  this  act  shall 
exist  in  favor  of  the  estate  of  such  officer,  director  or 
stockholder. 

SEC.  47.     SUIT  SHALL  NOT  ABATE  BY  REASON  OF  suit  against 

-•->.  TH  TVT  •  •  T  officer,  director 

DEATH,  ETC. — No  suit  against  any  officer,  director  ^otstt°0c^1tdeer 
or  stockholder  for  any  liability  or  penalty  created  or  deathason  of 


32 


Same  subject. 


Stockholders' 
action  against 
corporation  for 
debt  paid. 


Stockholders' 
limit  of  lia- 
bility for 
debts,  etc.,  of 
the  corpora- 
tion. 


imposed  by  the  provisions  of  this  act  shall  abate  by 
reason  of  his  death,  but  his  estate  shall  be  liable  in 
the  hands  of  his  executor  or  administrator,  who  may 
voluntarily  appear  or  who  may  be  summoned  by  the 
plaintiff  to  defend  the  suit. 

SEC.  48.  ACTION  AGAINST  CORPORATION  FOR 
DEBT  PAID. — When  any  stockholder  as  such  shall  pay 
any  debt  of  a  corporation  for  which  he  is  made  liable 
by  the  provisions  of  this  act,  he  may  recover  the 
amount  so  paid  in  an  action  of  the  case  against  the 
corporation  for  money  paid  for  its  use,  in  which  action 
only  the  property  of  the  corporation  shall  be  liable  to 
be  taken,  and  not  the  property  of  any  stockholder. 

SEC.  49.  LIMITATION  OF  LIABILITY. — The  stock- 
holders of  any  corporation  shall  be  subject  to  in- 
dividual liability  for  its  debts  and  other  obligations 
in  the  cases  and  to  the  extent  provided  in  this  act 
and  not  otherwise. 


Articles  of 
association 
may  be 
amended  in 
what  par- 
ticulars. 


AMENDMENT  OF  CHARTER  AND  ARTICLES 

OF  ASSOCIATION.    REDUCTION  OF 

ISSUED  CAPITAL  STOCK. 

SEC.  50.  AMENDMENT  OF  ARTICLES  OF  ASSOCIA- 
TION.— Any  corporation  may  from  time  to  time  when 
and  as  desired  amend  its  articles  of  association,  either 
by  addition  to  its  corporate  powers  and  purposes, 
or  by  diminution  thereof;  or  by  substituting  other 
powers  and  purposes,  in  whole  or  in  part,  for  those 
set  forth  in  its  articles  of  association;  or  by  changing 
its  corporate  name;  or  by  increasing  or  decreasing 
its  authorized  capital  stock,  or  any  class  thereof; 
or  by  changing  the  number  and  par  value  of  the 
shares  of  its  capital  stock  or  of  any  class  thereof; 
or  by  providing  for  stock  having  no  par  value; 


33 

or  by  otherwise  changing  the  kinds,  classes  same  subject. 
and  voting  powers  of  its  capital  stock;  or  by  making 
any  other  lawful  change  or  alteration  in  its  articles 
of  association  that  may  be  desired:  Provided,  that 
no  such  amendment,  change  or  alteration  shall  con- 
tain any  provision  which  could  not  lawfully  be  con- 
tained in  original  articles  of  association  under  this 
title  filed  at  the  time  of  filing  such  amendment. 

Unless  otherwise  provided  in  the  articles  of  asso-  tYvhea*0atf r07a" 
ciation,   every  such   amendment  shall  require  the 
affirmative  vote  of  the  following  proportion  of  the 
stockholders,  passed  at  a  meeting  duly  called  for 
the  purpose: 

(a)  Where  trie  amendment  gives  to  the  corpora-  unanimous. 
tion  the  lien  or  right  of  pre-emption  mentioned  in 
Section  8  hereof  or  where  the  amendment  changes 

the  rights  or  preferences  of  any  class  of  stock,  the 
unanimous  vote  of  the  stockholders  of  each 
class  affected  by  such  amendment. 

(b)  Where  the  amendment  increases  or  decreases  Majority. 
the   authorized   capital   stock   of   the   corporation, 
changes  the  par  value  of  the  shares  of  its  capital 
stock  or  the  location  of  its  place  of  business  or  prin- 
cipal office  in  this  state,  the  vote  of  a  majority  in 
interest  of  the  stockholders  of  each  class  entitled  to 
vote. 

(c)  In  all  other  cases,  the  vote  of  two-thirds  in  Two-thirds. 
interest  of  the  stockholders  of  each  class  entitled  to 

vote. 

SEC.  51.     FILING  AMENDMENT  WITH  SECRETARY  Form  of 
OF   STATE. — An   original   and   a   duplicate   of   any  dSpuSJteii 

,  amendment  of 

amendment  adopted  in  accordance  with  the  pro- 
visions  of  Section  50  hereof,  with  a  statement  showing 
that  the  same  has  been  duly  adopted  by  vote  of  the 
stockholders  and  the  date  of  such  adoption,  signed 


34 


Same  subject. 


Secretary  of 
state  to  de- 
liver certified 
duplicate 
amendment. 
Fee,  $2.00. 


Fee  for  in- 
creased capital 
stock  to  be 
paid  to  general 
treasurer. 


Issuance  of 
duplicate,  to 
make  amend- 
ment effectual. 


Charter  of  cor- 
poration 
created  by 
special  act, 
may  be 
amended,  how. 


What  fee  to  be 
paid  to  the 
general  treas- 
urer in  case  of 
increase  of 
capital  stock. 


and  sworn  to  by  the  president  or  vice-president  and 
the  secretary  or  assistant  secretary  of  said  corpora- 
tion and  under  its  corporate  seal,  shall  be  filed  in  the 
office  of  the  secretary  of  state,  who  shall  upon  the 
payment  to  him  of  the  fee  prescribed  by  Section  86 
hereof  certify  said  duplicate  and  issue  the  same  to 
the  corporation.  In  case  of  an  increase  in  the  au- 
thorized capital  stock  such  corporation  shall  pay  to 
the  general  treasurer  for  the  use  of  the  state  the  fee 
prescribed  by  Section  85  hereof,  and  shall  file  the 
certificate  of  the  general  treasurer  as  to  such  pay- 
ment with  said  original  and  duplicate  of  such  amend- 
ment in  the  office  of  the  secretary  of  state,  and  the 
filing  of  such  certificate  shall  be  a  condition  precedent 
to  the  issuance  of  said  duplicate.  Upon  the  issuance 
of  said  duplicate  the  articles  of  association  shall  be 
thereby  amended  accordingly. 

SEC.  52.  AMENDMENT  OF  CHARTER  OF  CORPORA- 
TIONS CREATED  BY  SPECIAL  ACT  OF  GENERAL 
ASSEMBLY. — Any  corporation  created  by  special 
act  of  the  general  assembly,  which  might  be  organized 
under  this  title,  whose  charter  is  subject  to  amend- 
ment or  repeal  at  the  will  of  the  general  assembly, 
may  make  any  amendment  to  its  charter  that 
corporations  organized  under  the  provisions 
of  this  title  may  make  to  their  articles  of  asso- 
ciation under  Section  50  hereof;  and  the  proposed 
amendment  shall  be  effected  and  evidenced  in  the 
same  manner,  by  the  same  vote  and  upon  the  same 
terms  and  conditions  as  are  prescribed  in  Sections  50 
and  51  hereof,  except  that  the  fee  to  be  paid  to  the 
general  treasurer  in  the  case  of  an  increase  of  capital 
stock  of  such  corporation  shall  be  that  prescribed  by 
Section  87  hereof. 

SEC.  53.     REDUCTION  OF  ISSUED  CAPITAL  STOCK. — • 


35 

Any  corporation  may  reduce  its  issued  capital  stock 
at  any  time,  by  a  vote  of  a  majority  in  interest  of  each  reduced 
class  of  its  stockholders  having  the  right  to  vote 
upon  such  question  at  a  meeting  duly  called  for  that 
purpose,  and  by  complying  with  all  the  requirements 
of  its  charter  or  articles  of  association  relating  thereto; 
such  vote  shall  set  forth  the  amount  of  such  proposed 
reduction  and  the  manner  in  which  it  shall  be 
effected;  a  copy  of  such  vote  signed  and  sworn  to 
by  the  president  or  vice-president  and  secretary  or 
assistant  secretary  of  said  corporation  and  under  its 
corporate  seal  shall  be  filed  in  the  office  of  the  sec- 
retary of  state,  and  such  reduction  shall  not  take 
effect  until  a  copy  of  such  vote  shall  be  filed  as 
aforesaid.  Such  reduction  may  be  effected  by  re-  Reduction, how 
tiring  or  reducing  any  class  of  stock,  or  by  drawing 
the  necessary  number  of  shares  by  lot  for  retire- 
ment, or  by  the  surrender  by  every  stockholder  of 
his  shares  and  the  issue  to  him  in  lieu  thereof  of  a 
decreased  number  of  shares,  or  by  the  purchase 
of  certain  shares  for  retirement,  or  by  retiring 
shares  owned  by  the  corporation,  or  by  reducing 
the  par  value  of  shares. 

Xo  reduction  of  issued  capital  stock  which  reduces  J^^^ 
the  assets  of  the  corporation  shall  be  made  if  the  maVe?  when. 
corporation  would  thereby  be  rendered  insolvent. 
No  such  reduction  of  issued  capital  stock  shall  affect  stockholder's 
the  liability  of  any  stockholder  imposed  under  the 
provisions  of  this  act. 

ANNUAL  REPORT. 

SEC.   54.     ANNUAL  REPORT. — Every  foreign  cor-  Reports  of 
poration  carrying  on  business  in  this  state  and  every 


domestic  corporation  shall  file  in  the  office  of  the  Sl(nnuaiiy e 

A  in  February. 

secretary  of  state,  during  the  month  of  February 


36 


Report,  what  to 
set  forth. 


Fee  for  filing 
$2.00. 


Liability  for 
failure  to  file 
report. 


Blank  forms 
for  such  reports 
to  be  mailed 
by  secretary  of 
state  etc. 


Annual  reports 
to  be  filed  and 
indexed  by  the 
secretary  of 
state. 


in  each  year,  a  report  signed  and  sworn  to  by  the 
president  or  vice-president  and  the  treasurer  or 
secretary,  setting  forth: 

1.  the  name  of  the  corporation; 

2.  the  location  (town  or  city,  street  and  number, 
if  number  there  be)  of  its  place  of  business  or  principal 
office  in  this  state; 

3.  the  character  of  its  business; 

4.  the  amount  of  its  authorized  capital  stock  and 
the  amount  actually  issued  and  outstanding,  stating 
separately  in  each  case  the  amount  of  each  class  of 
stock; 

5.  the  names  and  addresses  of  all  the  directors 
and  officers  of  the  corporation  and  the  dates  when 
their  respective  terms  of  office  expire; 

6.  the  name  and  address  of  the  resident  attorney 
of  the  corporation,  in  case  the  treasurer  is  not  a 
resident  of  this  state  and  in  the  case  of  a  foreign  cor- 
poration; 

7.  the    date    appointed    for    the    next    annual 
meeting  of  the  stockholders. 

Such  corporation  shall  at  the  time  of  filing  said 
report  pay  to  the  secretary  of  state  the  fee  pre- 
scribed by  Section  86  hereof. 

If  such  report  is  not  so  made  and  so  filed,  the  cor- 
poration in  default  shall  be  liable  to  a  penalty  of  not 
exceeding  two  hundred  dollars. 

The  secretary  of  state  shall  on  or  before  the  first 
day  of  February  in  each  year  mail  to  every  corpora- 
tion required  to  file  such  a  report  a  blank  in  proper 
form  for  the  same,  but  the  failure  of  any  corporation 
to  receive  such  blank  shall  not  relieve  it  from  its  duty 
to  file  such  report.  The  secretary  of  state  shall  safely 
keep  in  his  office  all  such  reports  and  shall  prepare 


37 


an  alphabetical  index  thereof,  which  reports  and 
index  shall  be  open  to  the  inspection  of  all  persons  at 


proper  hours. 


Reports  and 
index  to  be 

nPTQnriQ  qf     open  to  public 
perbOIlfe  d/t    inspection. 


SALE,  LEASE  OR  EXCHANGE  OF  ENTIRE 

ASSETS. 

SEC.  55.     SALE,  LEASE  OR  EXCHANGE  OF  ENTIRE  corporation 

~  may  sell,  lease, 

ASSETS  OF  CORPORATION,  VOTE  REQUIRED  FOR. — 
Any  corporation  which  might  be  organized  under  this 
title,  if  the  holders  of  two-thirds  of  each  class  of 
its  capital  stock  outstanding  vote  therefor  at 
a  meeting  of  its  stockholders  duly  called  for  that 
purpose,  may  sell,  lease  or  exchange,  all  or  sub- 
stantially all  of  its  property  and  assets,  including 
good  will,  upon  such  terms  and  conditions  as  it 
deems  expedient:  Provided,  that  the  articles  of 
association  may  provide  that  such  sale,  lease  or 
exchange  may  be  made  only  upon  the  vote 
of  a  larger  proportion  of  the  stockholders;  and  pro- 
vided, Jurther,  that  nothing  herein  contained  shall 
exempt  any  corporation  from  the  operation  of 
Chapter  387  of  the  Public  Laws,  passed  at  the 
January  session,  A.  D.  1909. 

SEC.  56.     PROCEDURE  AS  TO  DISSENTING  STOCK-  stockholder 

T  .  .  ,       ,,  ,       deemed  to  have 

HOLDERS. — In  case  any  corporation  shall,  in  accord-  consented  to 

.    .  .  such  sale,  lease, 

ance  with  the  provisions  of  Section  55  hereof,  sell,  etc  •  wh"en 
lease  or  exchange  all  or  substantially  all  its  property, 
assets  and  good  will,  every  stockholder  in  such  cor- 
poration who  either  in  person  or  by  duly  authorized 
proxy  shall  have  voted  in  favor  of  such  sale,  lease 
or  exchange  shall  be  deemed  thereby  to  have  con- 
sented to  such  sale,  lease  or  exchange  and  shall 
be  bound  thereby  so  far  as  his  shares  in  such 
corporation  are  concerned;  and  every  stock- 
holder who  shall  not  have  so  voted  shall  be  deemed 


38 


Stockholder 
deemed  to  have 
dissented, 
when. 


Procedure 
against  such 
dissenting 
stockholders 
for  appoint- 
ment of  an 
appraiser. 


Appointment 
of  an  appraiser, 
etc. 


Dissenting 
stockholder 
may  file  peti- 
tion for  ap- 
pointment of 
an  appraiser, 
when. 


to  have  objected  to  and  dissented  from  such  sale, 
lease  or  exchange;  and  such  corporation  shall,  as 
soon  as  may  be  after  the  date  of  the  delivery  of  the 
instrument  of  transfer,  lease  or  exchange,  file  a  peti- 
tion in  equity  in  the  superior  court  sitting  in  or  for  the 
county  where  the  corporation  filing  the  petition  is 
located,  against  all  such  dissenting  stockholders  for 
the  appointment  of  an  appraiser  to  ascertain  the  full 
and  fair  value  of  their  shares  and  for  the  entry 
of  a  decree  ordering  the  corporation  to  pay  to 
such  dissenting  stockholders  the  value  of  their 
shares  so  found.  Notice  of  said  petition  shall 
be  given  by  citation  to  dissenting  stockholders 
residing  within  this  state  and  shall  be  served  in  the 
same  manner  as  are  subpoenas  in  equity,  at  least  ten 
days  before  the  return  day.  Notice  either  by  pub- 
lication or  otherwise  shall  be  given  to  all  other  dis- 
senting stockholders  in  such  manner  as  the  court 
having  jurisdiction  shall  determine.  Upon  the  return 
day  of  the  citation  or  on  such  later  day  to  which  said 
petition  may  be  referred,  the  court  shall  appoint  some 
disinterested  person  to  appraise  the  full  and  fair  value 
of  the  shares  of  the  dissenting  stockholders  without 
appreciation  or  depreciation  on  account  of  such 
sale,  lease  or  exchange.  Said  appraiser  shall  first 
be  sworn  to  the  faithful  and  impartial  discharge  of 
his  duties  and  shall  then  proceed  to  hear  said  parties 
and  their  witnesses  with  the  same  powers  and  accord- 
ing to  the  same  rules  as  are  vested  in  and  bind  a 
master  in  chancery,  and  shall  as  speedily  as  may  be 
report  to  the  court.  In  case  the  said  petition  is  not 
filed  by  said  corporation  within  thirty  days  after  the 
date  of  the  delivery  of  the  instrument  of  transfer, 
lease  or  exchange,  as  the  case  may  be,  any 
dissenting  stockholder  may  file  such  a  petition 


39 

S 

for  his  own  benefit  and  the  benefit  of  all  other  dis-  same  subject. 
senting   stockholders,    making   said    corporation   a 
party  respondent,  and  a  petition  so  filed  shall  have 
the  same  effect  and  shall  proceed  in  the  same  manner 
as  if  the  same  were  filed  by  said  corporation.     Any  ^ptjon  to 
interested    party    may    except    to    the    appraiser's  appraiser- 
report,  and  such  exception  shall  be  heard  by  the 
superior  court,  which  shall  enter  such  decree  as  the 
circumstances  may  require.     Any  interested  party  Appeal- 
may,  within  ten  days  after  the  entry  of  the  court's 
decree    on   said   report,    appeal   therefrom   to    the 
supreme   court.     Such   appeal   shall   be   subject  to 
the   same  rules   as   are   appeals   in  equity.     When  Execution 
said    decree    shall    have    become    final,    the    court  how  issued-' 
making  the  same  shall  issue  execution  thereon  in  the 
same  manner  as  executions  are  issued  in  equity,  corporation  to 
Said  corporation  shall  pay  the  appraiser's  fees  and  Fe^sandcoS.9 
all  other  taxable  costs,   and  execution  may    issue 
therefor  in  the  manner  aforesaid. 
Any  dissenting  stockholder  may  at  any  time  prior  stockholder 

.    "  may  withdraw 

to  the  filing  of  the  report  of  the  appraiser  withdraw  Jj^Jj8"*' 
his  dissent  and  give  his  assent  to  such  sale,  lease  or 
exchange. 

The  debts  and  other  obligations  of  the  corporation  priority  of 

*\  debts  of  the 

making   such   sale,    lease   or   exchange   shall   have  corporation. 
priority  over  the  rights  of  its  dissenting  stockholders. 

DISSOLUTION  AND  APPOINTMENT  OF 
RECEIVER. 

SEC.    57.     DISSOLUTION    OF    CORPORATION    AND  Domestic «>r- 

poration  may 

APPOINTMENT  OF  RECEIVER. — WHEN  PERMITTED. —  be  dissolved 

uncl  receiver 

PROCEDURE. — Whenever  any  domestic  corporation 
of  the  class  to  which  this  title  applies  as  provided  in 
Section  3  hereof,  or  any  domestic  corporation  of  any 
class  specified  in  paragraph  (2)  of  Section  3  hereof, 


40 


same  subject,  except  Si  quasi-municipal  corporation,  bank,  savings 
bank,  trust  company,  or  loan  and  investment  com-, 
pany  is  insolvent,  or  whenever  by  reason  of  fraud, 
negligence,  misconduct,  or  continued  absence  from 
the  state  of  the  executive  officers  of  any  such  cor- 
poration, or  whenever  by  reason  of  the  neglect, 
refusal  or  omission  by  the  stockholders  of  any  such 
corporation  for  an  unreasonable  time  to  hold  meetings 
or  attend  to  its  concerns,  the  estate  and  effects  of 
such  corporation  are  being  misapplied  or  are  in 
danger  of  being  wasted  or  lost,  or  whenever  any 
such  corporation  has  done  or  omitted  to  do  any  act, 
which  act  or  omission  is  ground  for  the  forfeiture  of  its 
charter,  or  whenever  the  holders  of  one-half  or  more 
of  all  the  outstanding  capital  stock  of  any  such  cor- 
poration shall  have  voted  to  dissolve  said  corpora- 
tion, the  superior  court  may,  upon  the  petition  of 
any  stockholder  or  creditor  of  such  corporation,  and 
upon  such  reasonable  notice  as  the  court  may  pre- 
scribe, decree  a  dissolution  of  such  corporation  and 
appoint  a  receiver  of  its  estate  and  effects,  or  may 
decree  such  dissolution  without  appointing  a  re- 
ceiver, or  may  appoint  such  receiver  without  de- 

beeappoLTedy     creeing  a  dissolution.     Whenever  any  corporation 

for  foreign  cor-     . 

Sndaho°w' when  incorporated  under  the  laws  of  any  other  state  which 
has  capital  stock  and  which  has  any  estate  or  effects 
in  this  state  is  insolvent,  or  whenever  by  reason  of 
the  fraud,  negligence  or  misconduct  of  the  executive 
officers  of  any  such  corporation,  or  whenever  by 
reason  of  the  neglect,  refusal  or  omission  by  the 
stockholders  of  any  such  corporation  for  an  un- 
reasonable time  to  hold  meetings  or  attend  to  its 
concerns,  the  estate  and  effects  of  such  corporation 
in  this  state  are  being  misapplied  or  are  in  danger  of 
being  wasted  or  lost,  or  whenever  any  such  corpora- 


41 

tion  has  done  or  omitted  to  do  any  act,  which  act  or 
omission  is  ground  for  the  forfeiture  of  its  charter  in 
such  other  state,  or  whenever  the  holders  of  one-half 
or  more  of  all  the  outstanding  capital  stock  of  any  such 
corporation  shall  have  voted  to  dissolve  said  cor- 
poration, the  superior  court  may,  upon  the  petition 
of  any  stockholder  or  creditor  of  such  corporation, 
and  upon  such  reasonable  notice  as  the  court  may 
prescribe,  appoint  a  receiver  of  its  estate  and  effects 
in  this  state,  and  distribute  the  same  in  accordance 
with  the  equitable  rights  of  the  parties.  Upon  the 
dissolution  of  any  domestic  corporation,  or  upon  the 
appointment  of  a  receiver  for  a  corporation  incor- 
porated  under  the  laws  of  any  other  state,  as  pro- 
vided in  this  section,  the  clerk  of  the  superior  court 
for  the  county  in  which  such  dissolution  is  decreed  or 
in  which  such  receiver  is  appointed  shall,  within  ten 
days,  file  with  the  secretary  of  state  an  attested  copy 
of  the  decree  of  such  dissolution  or  of  the  decree 
appointing  such  receiver. 
SEC.  58.  POWERS  OF  RECEIVER. — Such  receiver  Powers  of 

i       11  i  i  i»  i  •  receiver. 

shall  take  charge  of  any  such  corporation  s  estate 
and  effects  of  which  he  has  been  appointed  receiver, 
and  he  shall  collect  the  debts  and  property  belonging 
to  it.  He  shall  have  power  to  prosecute  and  defend 
suits  in  its  name  or  otherwise,  to  intervene  in  any 
action,  suit,  or  proceeding  relating  to  such  estate  or 
effects,  and  to  appoint  agents  under  him.  He  shall 
have  power,  under  the  direction  of  the  court,  to  pre- 
serve the  assets  of  such  corporation,  to  carry  on  its 
business,  to  sell  and  convert  such  assets  and  prop- 
erty into  cash,  to  redeem  any  mortgages,  con- 
ditional contracts,  pledges  or  liens  of  or  upon  any 
such  property,  refer  any  controversy  or  dispute  con- 
cerning any  such  property  to  arbitration,  com- 


42 


Same  subject. 


Receiver  to 
pay  debts  and 
distribute  sur- 
plus. 


Superior  court 
to  have  juris- 
diction in 
equity. 


Bill  in  equity 
may  be 
brought  in 
lieu  of  petition. 


promise  any  controversy  or  dispute  concerning  any 
such  property,  and  generally  to  do  all  other  acts 
which  might  be  done  by  such  corporation,  or  that 
may  be  necessary  for  the  administration  of  his  trust, 
according  to  the  course  of  equity. 

SEC.  59.  RECEIVER  TO  PAY  DEBTS  AND  DIS- 
TRIBUTE SURPLUS. — The  receiver  of  any  such  domes- 
tic corporation  shall  pay  all  debts  due  from  such 
corporation,  if  the  funds  in  his  hands  are  sufficient 
therefor;  and  if  not,  he  shall  distribute  the  same 
ratably  among  the  creditors  who  prove  their  debts 
in  the  manner  directed  by  any  order  or  decree  of  the 
court  for  that  purpose.  If  there  is  a  balance  remain- 
ing after  the  payment  of  the  debts,  the  receiver  shall 
distribute  and  pay  such  balance  under  the  direction 
of  the  court  in  accordance  with  the  equitable  rights 
of  the  parties.  The  receiver  of  any  such  corporation 
incorporated  under  the  laws  of  any  other  state  shall 
apply  and  distribute  the  assets  in  his  hands  under  the 
direction  of  the  court  in  accordance  with  the  equitable 
rights  of  the  parties. 

SEC.  60.  JURISDICTION  OF  SUPERIOR  COURT  IN 
SUCH  PROCEEDINGS. — The  superior  court  shall  have 
jurisdiction  in  equity  of  the  petition  and  of  all 
questions  arising  in  the  proceedings  thereon,  and 
may  make  or  enter  such  orders,  injunctions  and 
decrees  therein  as  justice  and  equity  require. 

SEC.  61.  PROCEDURE  BY  BILL  IN  EQUITY  INSTEAD 
OF  BY  PETITION. — In  every  case  in  which  a  petition 
may  be  brought  under  Section  57  hereof  a  bill  in 
equity  may  in  lieu  thereof  be  brought  in  the  superior 
court  for  the  same  relief  and  for  such  other  relief  as 
the  circumstances  may  require,  and  the  provisions  of 
Sections  57,  58  and  59  hereof,  so  far  as  they  are  con- 
sistent with  the  nature  of  such  proceeding,  shall 


43 

apply  thereto,  and  in  such  proceeding  the  court  shall  same  subject. 
have  the  full  powers  of  a  court  of  equity  to  make  or 
enter  such  orders,  injunctions  and  decrees  and  to 
grant  such  relief  as  justice  and  equity  may  require. 

SEC.  62.     EQUITY  JURISDICTION  NOT  IMPAIRED. —  d2?£j££is~ 
The  remedies  given  by  Sections  57  to  61,  both  in-  impail 
elusive,  hereof  are  intended  as  cumulative  and  are 
not  to  be  taken  to  limit  or  abridge  the  jurisdiction  of 
the  court  in  equity. 

SEC.  63.     CONTINUANCE  OF  CORPORATIONS  AFTER  corporation  to 

be  continued 

DISSOLUTION  FOR  CERTAIN  PURPOSES. — Every  cor-  p3oraatbe0?0yrccerr; 
poration  whose  corporate  existence  expires  by  any 
limitation  or  is  terminated  by  dissolution  or  other- 
wise shall  nevertheless  be  continued  as  a  body  cor- 
porate for  three  years  after  the  date  of  such  expiration 
or  termination  for  the  purpose  of  prosecuting  and  de- 
fending actions,  suits  or  proceedings  by  or  against  it 
and  of  enabling  it  to  settle  and  close  its  affairs,  to  dis- 
pose of  its  property  and  to  distribute  its  assets,  but  not 
for  the  purpose  of  continuing  the  business  for  which  it 
was  established:  Provided,  however,  that  no  action, 
suit  or  proceeding  begun  by  or  against  any  such 
corporation  before  the  expiration  of  said  three  years 
shall  abate  because  of  the  termination  of  said  period. 

FOREIGN  CORPORATIONS. 

SEC.  64.     RIGHT  TO  Do  BUSINESS  IN  STATE. — 

essary  for 

Except  as  otherwise  provided  in  this  act,  no  foreign 
corporation,  other  than  an  insurance  company,  shall 
carry  on  business  in  this  state  until  it  has  complied 
with  the  provisions  of  Sections  65  to  69,  both  in- 
clusive hereof.  Said  sections  shall  not  apply  to 
insurance  companies. 

SEC.    65.     FOREIGN    CORPORATION    MUST    FILE 
WHAT  PAPERS  AS  CONDITION  PRECEDENT  TO  CAR- 


44 


Foreign  cor- 
poration to  pay 
fee  of  $25.00_to 
the  general 
treasurer  before 
carrying  on 
business,  etc., 
in  this  state. 


Also  file  certi- 
fied copy  of  its 
charter,  articles 
of  association, 
and  amend- 
ments. 


Form  of  certi- 
ficate to  be 
also  filed. 


Power  of  attor- 
ney to  be  filed. 


RYING  ON  BUSINESS  IN  STATE. — Every  foreign  cor- 
poration as  a  condition  precedent  to  carrying  on 
business  in  this  state,  or  to  enforcing  in  the  courts 
of  this  state  any  contract  made  within  this  state, 
shall  pay  to  the  general  treasurer  for  the  use  of  the 
state  the  fee  prescribed  by  Section  85  hereof  and 
shall  file  in  the  office  of  the  secretary  of  state: 

(1)  a  copy  in  the  English  language  of  its  charter, 
articles  of  association  or  other  similar  organization 
papers,  and  all  amendments  thereto,  certified  under 
the  seal  of  the  state  or  country  jn  which  such  cor- 
poration is  incorporated  by  the  secretary  of  state 
thereof  or  by  the  officer  having  charge  of  the  original 
record  therein ; 

(2)  a  certificate  signed  and  sworn  to  by  the  presi- 
dent or  vice-president   and  the  treasurer   or  sec- 
retary, setting  forth : 

(a)  the  name  of  the  corporation; 

(b)  the  place   (town  or  city,  street  and  number 
if  number  there  be)  where  its  place  of  business  or 
principal  office  in  this  state  is  to  be  located; 

(c)  the  character  of  its  business ; 

(d)  the  amount  of  its  authorized  capital   stock 
and  the  amount  actually  issued  and  outstanding, 
stating  separately  in  each  case  the  amount  of  each 
class  of  stock; 

(e)  the  names  and  addresses  of  all  the  directors 
and  officers  of  the  corporation  and  the  dates  when 
their  respective  terms  of  office  expire; 

(f )  the  date  appointed  for  the  next  annual  meet- 
ing of  the  stockholders; 

(3)  a  written  power  appointing  some  competent 
person  resident  in  this  state  as  its  attorney  with 
authority  to  accept  service  of  process  against  such 
corporation  in  this  state,  and  upon  whom  all  pro- 


45 

cess,  including  the  process  of  garnishment,  against  same  subject. 
such  corporation  in  this  state  may  be  served,  and 
who,  in  case  of  garnishment,  when  the  fees  therefor 
shall  have  been  paid  or  tendered,  shall  make  the 
affidavit  required  by  law  in  such  cases,  and  who  shall 
cause  an  appearance  to  be  entered  in  like  manner  as 
if  such  corporation  had  existed  and  been  duly  served 
with  process  within  this  state.  Service  of  pro- 
cess upon  such  resident  attorney  shall  be  deemed 
sufficient  service  upon  the  corporation.  If  xewaPPoint- 

.  .  mentofresi- 

such  resident  attorney  shall  die,  resign  or  remove  dent  attorney- 

from  the  state,  such  corporation  shall  forthwith  file 

with  the  secretary  of  state  a  further  written  power 

appointing  some  other  competent  person  residing  in 

this  state  as  its  attorney  for  the  purpose  aforesaid. 

Xo  such  power  of  attorney  shall  be  revoked  until  after  Power  Of  attor 

i  •  neynottobe 

a  like  power  shall  have  been  given  to  some  other 


competent  person  resident  in  this  state  and  filed  as  J™efii]dgiven 
aforesaid.  Any  such  foreign  corporation  which  has  Revocation  in 
ceased  to  carry  on  business  in  this  state,  however, 


may  revoke  such  power  of  attorney  by  a  written 
instrument  of  revocation  filed  in  the  office  of  the 
secretary  of  state;   but  no  such  revocation  shall  be 
effective  as  to  any  liability  arising  out  of  any  act  or 
omission  on  the  part  of  the  corporation  occurring 
prior  to  the  time  when  it  ceased  to  carry  on  business 
in  this  state.     Upon  the  filing  of  any  papers  required  fsetetf^efilgg00 
by  this  section  the  fee  prescribed  by  Section  86  hereof  SST^SLr 
shall  be  paid.  &ao!>torney' 

SEC.  66.  STATUS  OF  FOREIGN  CORPORATION  CAR-  atus0°r 
RYING  ON  BUSINESS  IN  STATE  WHEN  ACT  TAKES 
EFFECT.  —  Every  foreign  corporation  lawfully  carry- 
ing  on  business  in  this  state  at  the  date  when  this 
act  takes  effect  may  continue  to  do  so  :  Provided,  that 
it  shall  comply  with  the  provisions  of  Section  65 


46 


TO  comply 

with  pro  vis- 


Penalty  for 

e^oFa^ 
,  ch  ter, 


to 

affect  validity 

etccon   cts> 


Annual  report, 

and  other 

Kedwhen  to 
$2eeooor  filing 


hereof  within  ninety  days  from  said  date,  but  until 

•*  J  7 

sucn  compliance  Sections  42  to  47  inclusive  of 
Chapter  300  of  the  General  Laws  shaU  be  deemed  to 
be  in  force  as  to  such  corporation;  and  provided, 
further,  that  such  continuance  of  its  business 
in  this  state  shall  not  be  in  conflict  with  any  of  the 
provisions  of  this  act  or  of  any  other  law  of  this 
state. 

SEC.  67.  PENALTY  FOR  FAILURE  OF  FOREIGN 
CORPORATION  TO  FILE  CHARTER,  ETC.  —  EFFECT  OF 
SUCH  FAILURE  UPON  CONTRACTS  AND  RIGHT  TO  SUE 
IN  COURTS  OF  STATE.  —  Every  foreign  corporation 
which  fails  to  comply  with  the  requirements  of  Sec- 
-^jons  55  an(j  QQ  hereof,  and  every  officer  or 
agent  thereof  who  transacts  business  as  such 
in  this  state,  shall,  for  such  failure  be  liable 
to  a  penalty  of  not  more  than  two  thousand 
dollars.  Such  failure  shall  not  affect  the  validity 

^     J 

of  any  contract  with  such  corporation,  but  no  action 
at  law  or  suit  in  equity  shall  be  maintained  or 
recovery  had  by  any  such  corporation  on  any  con- 
tract made  within  this  state  in  any  of  the  courts  of 
this  state  so  long  as  it  fails  to  comply  with  the 
requirements  of  said  sections.  This  prohibition  shall 
also  apply  to  an  assignee  of  such  corporation,  and  to  a 
person  claiming  under  such  assignee  or  such  corpora- 
tion, except  a  domestic  receiver  thereof. 

SEC.  68.     ANNUAL  REPORT  OF  FOREIGN  CORPORA- 

.  .  .  . 

TION-  —  Every  foreign  corporation  carrying  on  busi- 
ness  in  this  state  shall  each  year  at  the  time  of  filing 
the  annual  report  required  by  Section  54  hereof,  file 
in  the  office  of  the  secretary  of  state  a  copy  in  the 
English  language  of  all  amendments,  if  any,  to  its 
charter,  articles  of  association  or  other  similar 
organization  papers  made  since  the  filing  of  the 


47 

papers  required  by   Section  65  hereof  or  of  its  last 
annual  report,  certified  in  the  manner  provided  in 
Section  65  and  shall  pay  to  the  secretary  of  state  the 
fee  prescribed  by  Section  86  hereof.     Every  such  Penalty  for 
corporation  which  fails  to  comply  with  the  require-  p?y  with  p0™ 

J  t  visions  of  this 

ments  of  this  section  shall,  for  each  such  failure,  be  s 
liable  to  a  penalty  of  not  exceeding  two  hundred 
dollars. 

SEC.  69.     FOREIGN  CORPORATION  NOT  TO  CARRY  Foreign  cor- 
ON  BUSINESS  NOT  PERMITTED  DOMESTIC  CORPORA-  caS'onVniy 

.  .  what  business. 

TION. — No  foreign  corporation  shall  carry  on 
any  kind  of  business  in  this  state  the  transaction  of 
which  by  domestic  corporations  is  not  permitted  by 
the  laws  of  this  state. 

SEC.  70.  ACT  NOT  TO  APPLY  TO  BUSINESS  WHICH 
A  FOREIGN  CORPORATION  is  AUTHORIZED  TO  CARRY 
ON  IN  STATE  UNDER  CONSTITUTION  OR  LAWS  OF  THE 
UNITED  STATES. — Nothing  in  Sections  64  to  69,  both  what  foreign 

.  .  corporations 

inclusive,  hereof  shall  be  construed  to  apply  to  any 
business  done  in  this  state  by  any  foreign  corpora- 
tion having  authority,  regardless  of  the  will  of  this 
state,  to  do  such  business  in  this  state  under  the  con- 
stitution or  laws  of  the  United  States. 

TITLE  HI.— LITERARY,  SCIENTIFIC  AND  MIS- 
CELLANEOUS CORPORATIONS. 

SEC.  71.  APPLICATION  OF  TITLE  III. — Except  as 
in  this  title  otherwise  provided,  this  title  shall  apply 
to  every  corporation  of  each  of  the  classes  enumerated 
in  Section  72  hereof,  which  has  been  heretofore  or  shall 
be  hereafter  incorporated  under  any  general  law  of 
this  state  or  which  has  been  heretofore  or  shall  be 
hereafter  created  by  any  special  act  of  the  general 
assembly  of  this  state,  except  so  far  as  the  provisions 
of  this  title  are  inconsistent  with  the  provisions  of  any 


48 

such  special  act  hereafter  passed  or  with  the  pro- 
visions of  any  such  special  act  heretofore  passed  that 
are  not  subject  to  amendment  or  repeal  at  the  will 

TO  what  class  of  the  general  assembly:  Provided,  that  incorpora- 
tion authorized  by  an  act,  entitled  "  An  Act  to  Incor- 
porate the  Bishop  and  Vicar  General  of  the  Diocese 
of  Hartford,  together  with  the  Pastor  and  two  Lay- 
men of  any  Roman  Catholic  Church  or  Congregation 
in  Rhode  Island/'  passed  at  the  January  session, 
A.  D.  1869,  and  any  acts  in  amendment  thereof  or 
in  addition  thereto,  may  be  continued  to  be  made 
thereunder,  and  nothing  in  this  act  contained  shall 
be  construed  as  repealing  said  acts. 

classes  to  SEC.   72.     METHOD  OF  INCORPORATION.  —  All   li- 

which  Title  III 

branes,  lyceums,  fire  engine  companies,  and  cor- 
porations formed  for  religious,  charitable,  literary, 
scientific,  artistic,  social,  musical,  agricultural, 
theatrical  or  sporting  purposes,  not  organized  for 
business  purposes,  and  all  corporations  of  like  nature, 
shall  be  created  in  the  following  manner: 

<>r  m<>re  persons  of  lawful  age  shall  associate 


to 


ardcsfe°scwhatnio  themselves  by  written  articles  of  association  which 
shall  set  forth: 

(1)  their  agreement  to  form  a  corporation: 

(2)  the  name  by  which  it  shall  be  known,  which 
name  shall  not  then  be  in  use  by  any  existing  cor- 
poration of  this  state; 

Purposes.  (3)  the  purpose  or  purposes  for  which  it  is  con- 

stituted; 

Location.  (4)  fae  town  or  city  in  which  it  is  to  be  located. 

^e  articles  of  association  may  contain  any  other 
provisions  not  inconsistent  with  law  for  the  conduct 
and  regulation  of  the  affairs  of  the  corporation,  or 
for  limiting,  defining  or  regulating  the  powers  of 
the  corporation  or  of  its  officers  or  members. 


49 
Said  articles  shall  be  in  duplicate;  shall  be  in  the  original  and. 

duplicate  arti- 

English  language  (except  the  name  which  shall  be  tS^°iJ5J*£| 
in  the  English  alphabet);  and  shall  be  signed  and  l 
acknowledged    in    the    manner    in    which       deeds 
of   real   estate    are   required   to   be   acknowledged 
within  this  state  by  all  the  persons  named  therein, 
and  each  person  shall  state  his  residence  opposite  his 
name.     Both  the  original  and  the  duplicate  of  said 
articles  shall  be  filed  in  the  office  of  the  secretary  of 
state  together  with  the  certificate  of  the  general  certificate  of 
treasurer  that  said  incorporators  have  paid  into  the  Js^nSsbeen 
general  treasury  for  the  use  of  the  state  the  fee  pre-  paid" 
scribed  by  Section  85  hereof.     Thereupon,  the  secre-  Duplicate 

,.  ,.,.,.  articles  to  be 

tary  ot  state,  upon  payment  to  him  by  said  mcorpora-  deiiveredabd 
tors  of  the  fee  prescribed  by  Section  86  hereof,  shall  SSlX? 
deliver  to  them  said  duplicate  with  his  certificate  paid°tc 
under  the  seal  of  the  state  attached  thereto  in  sub- 
stantially the  following  form: 

"  STATE  OF  RHODE  ISLAND  AND  PROVIDENCE  PLAN- 


tificate  for 

TATIONS.  duplicate 

articles  of 

:I,  ,  secretary  of  state,  a 

hereby  certify  that  (here  insert  name  of  all  incor- 
porators) filed  in  the  office  of  the  secretary  of  state  on 
(here  insert  date)  an  original  and  a  duplicate  of  the 
articles  of  association  for  forming  a  corporation  under 
the  name  of  (here  insert  name  of  corporation) ;  and 
that  the  foregoing  is  the  duplicate  of  said  articles  of 
association. 

"WITNESS  my  hand  and  the  seal  of  the  State  of 
Rhode  Island,  this  day  of 

in  the  year  ." 

SEC.  73.     FIRST  MEETING. — How  CALLED. — The  First  meeting, 
first  meeting  of  Said  incorporators  shall  be  called  by  heilcal 
notice  signed  by  one  or  more  of  said  incorporators 
stating  the  time,  place  and  purpose  of  the  meeting,  a 


50 


Delivery  of 
certified  dupli- 
cate to  make 
incorporation 
effective. 


Powers  of 
corporations 
under  Title 
III,  viz.: 


Perpetual 
succession, 
unless  limited 
in  its  articles 
of  association 
or  charter. 

Sue  and  be 
sued. 

Have  common 
seal. 


Elect  officers; 
agents,  etc. 


copy  of  which,  addressed  to  each  incorporator  at 
his  usual  place  of  business  or  residence,  shall  be 
mailed  to  him  at  least  five  days  before  the  day 
appointed  for  the  meeting,  which  notice  may  be 
given  as  soon  as  said  duplicate  has  been  issued  by 
the  secretary  of  state:  Provided,  however,  that  said 
first  meeting  may  be  held  in  pursuance  of  an  agree- 
ment in  writing  of  all  the  incorporators  without  such 
notice.  Said  meeting  shall  not  be  held  in  any  event 
until  after  the  issuing  of  said  duplicate  by  the 
secretary  of  state. 

SEC.  74.  INCORPORATION. — WHEN  EFFECTED. — 
WHAT  POWERS. — When  said  duplicate  shall  have 
been  certified  and  delivered  as  aforesaid  by  the 
secretary  of  state,  said  incorporators  shall  constitute 
a  corporation  for  the  purposes  set  forth  in  said 
articles  of  association  with  all  the  powers  conferred 
by  this  title. 

SEC.  75.  CORPORATE  POWERS. — Every  corporation 
to  which  this  title  applies  shall  have  power  and 
authority  to  do  any  lawful  act  which  is  necessary  or 
proper  to  accomplish  the  purposes  of  its  incorpora- 
tion. Without  limiting  or  enlarging  the  effect  of 
this  general  grant  of  authority,  it  is  hereby  specifi- 
cally provided  that  every  such  corporation  shall 
have  power: 

(a)  to  have  perpetual  succession  in  its  corporate 
name,  unless  a  period  for  its  duration  is  limited  in 
its  articles  of  association  or  charter; 

(b)  to  sue  and  be  sued  in  its  corporate  name; 

(c)  to  have  and  use  a  common  seal,  and  alter 
the  same  at  pleasure; 

(d)  to  elect  such  officers  and  appoint  such  agents 
as  its  purposes  require,  and  to  fix  their  compensation 
and  define  their  duties; 


51 

(e)  to  make  by-laws  not  inconsistent  with  the  ' 
constitution  or  laws  of  the  United  States  or  of  this 
state,  or  writh  the  corporation's  charter  or  articles  of 
association,  determining  the  time  and  place  of  holding 
and  the  manner  of  calling  and  of  conducting  meetings 
of  its  members  and  directors,  the  manner  of  elect- 
ing its  officers  and  directors,  the  mode  of  voting  by 
proxy,  and  the  number,  qualifications,  powers,  duties 
and  term  of  office  of  its  officers  and  directors,  and 
containing  any  other  provisions,  whether  of  the  same 
or  of  a  different  nature,  for  the  management  of  the 
corporation's  property  and  the  regulation  and  govern- 
ment of  its  affairs; 

(f)  to  make  contracts,  incur  liabilities  and  bor-  t^aacktltce°tnc; 
row  money. 

Any  such  corporation  shall   be   entitled   to   take,  ^rteatke'real 
hold,    transmit,    and    convey    real    and    personal 
estate    to    an    amount    not    exceeding   in    all    one 


hundred  fifty  thousand  dollars.  But  if  such 
corporation  desires  to  take  and  hold  property  to  an 
amount  exceeding  one  hundred  fifty  thousand  dol-  Sembly  may 

,  .,  •     •         11  i  -i  -i  authorize 

lars  either  originally  or  by  amendment,  such  pnvi- 


lege  shall  be  granted  only  by  the  general  assembly  larger 
on  petition  thereto. 

SEC.  76.     AMENDMENT  OF  ARTICLES  OF  ASSOCIA-  Articiesof 

association 

TION, — Any   such   articles   of   association   may   be  " 


amended  in  any  particular  not  inconsistent  with  the 

provisions  of  this  title,  at  any  legal  meeting  of  the 

corporation,  duly  called  for  the  purpose,  by  such  vote 

as  the  articles  of  association  may  prescribe,  or,  if 

the  articles  of  association  do  not  prescribe  the  vote, 

by  a  majority  vote.     Such  amendment  shall  not 

take    effect    until    the    president     and    secretary 

or  the  persons  performing  their  duties  shall  have  11  to 

filed  in  the  office  of  the  secretary  of  state  a  copy  of 


52 


Attested  copy 
of  vote  to  be 
filed  in  dupli- 
cate. 


Secretary  of 
state  to  de- 
Jiver  certified 
duplicate 
amendment. 
Fee,  $2.00. 


Voting  at 
meetings  by 
proxy,  how 
authorized. 


Dissolution  and 
appointment 
of  receiver. 


the  vote  amending  said  articles,  and  until  also  the 
secretary  of  state  shall  have  issued  and  delivered  his 
certificate  as  hereinafter  required.  Said  copy  of  said 
vote  shall  be  filed  in  duplicate  and  shall  be  duly 
attested  by  the  officers  filing  the  same.  The  sec- 
retary of  state,  upon  the  filing  of  said  copies  and 
upon  the  payment  to  him  of  the  fee  prescribed  by 
Section  86  hereof,  shall  deliver  to  the  corporation 
one  of  said  duplicates  duly  certified  under  the  seal 
of  the  state. 

SEC.  77.  VOTING  AT  MEETINGS. — Any  articles  of 
association  filed  under  the  provisions  of  this  title  or 
the  by-laws  of  any  corporation  organized  under  this 
title  may  provide  that  members  may  vote  at  meetings 
of  the  corporation  by  proxy  duly  authorized  in 
writing,  and  may  specify  the  conditions  on  which 
such  proxy  may  be  given  and  used. 

SEC.  78.  DISSOLUTION  OF  CORPORATION  AND  AP- 
POINTMENT OF  RECEIVER. — Sections  57  to  63,  both 
inclusive,  of  Title  II  of  this  act  shall  apply  to 
all  domestic  corporations  having  no  capital  stock, 
whether  organized  under  a  general  law  or  created 
by  special  act,  except  municipal  corporations, 
quasi-mumcipal  corporations  and  savings  banks, 
and  to  all  corporations  incorporated  under  the 
laws  of  any  other  state  which  have  no  capital 
stock  and  which  have  any  estate  or  effects  in 
this  state,  and  any  such  corporation  may  be  dis- 
solved or  a  receiver  thereof  may  be  appointed  in  the 
cases  and  upon  the  terms  and  conditions  provided 
in  said  sections;  and  in  applying  the  provisions  of 
said  sections,  members  of  such  a  corporation  shall 
take  the  place  of  stockholders  wherever  mentioned 
therein. 


53 

TITLE  IV.—  GENERAL  PROVISIONS. 

MISCELLANEOUS. 

SEC.    79.     POWER    OF    GENERAL    ASSEMBLY    TO  General 


AMEND  AND  REPEAL  CHARTER  AND  ARTICLES  OF  amedorm< 

repeal  charter 

ASSOCIATION.  —  The  charter  or  articles  of  associa- 
tion  of  every  corporation  hereafter  created  may  be 
amended  or  repealed  at  the  will  of  the  general 
assembly. 

SEC.  80.     RIGHT  OF  CORPORATION  CREATED  BY  certain  «*- 
SPECIAL  ACT,  WHICH  is  NOT  SUBJECT  TO  AMEND-  Sedby 

•  special  act  may 

MENT  OR  REPEAL,  TO  ADOPT  PROVISIONS  OF  THIS  ^SS^SK 
ACT.  —  A  corporation  created  by  special  act,  of  the  act>  hc 
kind  to  which  this  act,  or  any  part  thereof,  applies 
(other   than   a   corporation   of  any  of  the   classes 
enumerated  in  paragraph  (2)  of  Section  3  hereof) 
whose  charter  is  not  subject  to  amendment  or  repeal 
at  the  will  of  the  general  assembly,  may  at  a  meeting 
duly  called  for  the  purpose,  by  a  unanimous  vote  of  certified  coPy 

J  of  vote  to  be 


, 

its  stockholders     or     members,    adopt     the     pro-  of 

visions  of  this  act,  and  upon  the  filing  in  the  office  of 
the  secretary  of  state  of  a  certified  copy  of  such 
vote,  duly  attested  by  its  president  or  -vice-president 
and  its  secretary  or  assistant  secretary  under  its 
corporate  seal,  and  the  payment  to  the  secretary  of 
state  of  the  fee  prescribed  by  Section  86  hereof, 
such  corporation  shall  thereafter  be  governed  in  all 
respects  by  the  provisions  of  this  act  which  are 
applicable  to  a  corporation  of  the  class  to  which  said 
corporation  belongs,  and  its  charter  shall  thereafter 
be  subject  to  amendment  or  repeal  at  the  will  of  the 
general  assembly. 

SEC.  81.     ORGANIZATION  UNDER  SPECIAL  ACT.  — 
WITHIN  WHAT  TIME.  —  Every  corporation  created  by  s^^ci  to 
special  act  of  the  general  asembly  shall,  if  no  different  ™a5j?  two 
time  for  that  purpose  be  limited  therein,  be  organ- 


54 


Same  subject. 


Penalties  im- 
posed by  this 
act,  how 
recovered. 


Compromise. 


Articles  of 
association  and 
amendments 
to  be  recorded 
by  secretary 
of  state. 


Certified  copies 
of  instruments, 
etc.,  filed  under 
this  act  to  be 
received  as 
evidence. 


ized  within  two  years  after  said  act  takes  effect.  In 
every  case  where  such  corporation  shall  not  be  organ- 
ized within  the  time  so  limited,  said  act  of  incorpora- 
tion shall  become  void  at  the  end  of  said  time. 

SEC.  82.  PENALTIES. — RECOVERY  AND  COMPRO- 
MISE OF. — All  penalties  imposed  by  the  terms  of  this 
act  for  failure  to  comply  with  the  requirements 
thereof  shall  be  recovered  in  an  action  of  debt 
brought  in  the  name  and  on  behalf  of  the  state  by 
the  attorney  general:  Provided,  however,  that  the 
attorney  general  may,  after  such  examination  of  the 
facts  as  he  shall  deem  advisable,  compromise  any 
such  penalty  instead  of  instituting  an  action  therefor 
and  permit  the  payment  to  the  general  treasurer  for 
the  use  of  the  state  of  a  smaller  sum  in  lieu  of  the 
maximum  penalty  provided  by  this  act. 

SEC.  83.  RECORDING  ARTICLES  OF  ASSOCIATION, 
ETC. — The  secretary  of  state  shall  record  in  books 
kept  by  him  for  that  purpose  all  articles  of  associa- 
tion and  all  amendments  thereto  filed  in  accordance 
with  the  provisions  of  this  act. 

SEC.  84.  CERTIFIED  COPIES  OF  PAPERS  ON  FILE 
WITH  SECRETARY  OF  STATE  TO  BE  RECEIVED  IN 
EVIDENCE  BY  COURTS. — A  copy  of  any  instrument, 
paper  or  document  required  by  this  act  to  be  filed 
in  the  office  of  the  secretary  of  state  shall,  when  it 
and  the  date  of  the  filing  of  the  original  are  certified 
by  him,  be  received  by  the  courts  as  evidence, 
and  as  proof  that  the  original  was  filed  as  stated  in 
such  certificate. 


Fees  payable 
to  general 
treasurer  pre- 
cedent to 
further  action. 


FEES. 

SEC.  85.  FEES  PAYABLE  TO  GENERAL  TREAS- 
URER.— As  a  condition  precedent  to  the  filing 
in  the  office  of  the  secretary  of  state  of  the  articles  of 


55 

association  or  other  papers  hereinafter  specified,  the 
following  fees  shall  be  paid  to  the  general  treasurer, 
for  the  use  of  the  state,  and  with  such  articles  or  other 
papers  shall  be  filed  a  certificate  of  the  general 
treasurer  that  such  fees  have  been  paid,  viz.: 

(1)     In  the  case  of  domestic  corporations:  By  domestic 

corporations. 

(a)     In  the  case  of  articles  of  association  of  a  50centsfor 
corporation   having   capital   stock,    fifty   cents   for  f?acchtion^r0e 
each  thousand  dollars,  or  fraction  thereof,  of  the 


total  amount  of  its  authorized  capital  stock  having 

3    Or  5  cents  per 


par  value,  and  in  the  case  of  stock  having  no  par 

value,  five  cents  for  each  share;  but  in  no  case  less  value- 
than  twenty-five  dollars. 

(b)     In  the  case  of  any  amendment  to  the  articles  so  cents  for 

.  .        .  J         .  .  each  $1,000 

of  association  of  a  corporation  having  capital  stock 


by  which  the  amount  of  its  authorized  capital  stock 

is  increased,  a  sum  which  with  the  previous  payments  amouantda 

to  the  general  treasurer  for  the  use  of  the  state,  for- 

will  equal  fifty  cents  for  each  thousand    dollars, 

or  fraction  thereof,  of  the  authorized  capital  stock 

of  such  corporation  having  par  value,  and  five  cents 

for  each  share  of  authorized  capital  stock  having  or  5  cents  for 

,  •        i       T  i  -i        •         each  additional 

no   par   value,   including   in   such   capital  stock  in  share,  where 

r  °  ^  there  is  no  par 

each  case  the  amount  of  such  authorized  increase;  vah 

but  in  no  case  less  than  ten  dollars.  ${0nimum  fee 

(c)     In  the  case  of  articles  of  association  of  a  $5  for  each 
corporation  of  any  class  to  which  title  III  hereof  SSSJritie HI. 
applies,  five  dollars. 

(2)     In  the  case  of  foreign  corporations:  pjrraifonnsor~ 

In  the  case  of  the  papers  required  by  Section  65  $2.5  for  each 

-1  foreign  cor- 

hereof  to  be  filed  in  the  office  of  the  secretary  of  state  p°ration- 

•* 

as  a  condition  precedent  to  carrying  on  business  in 
this  state,  twenty-five  dollars. 

SEC.  86.     FEES  PAYABLE  TO  SECRETARY  OF  STATE. 
—The  following  fees  shall  be  paid  to  the  secretary  of  ^un?*6 

viz.: 


56 


Same  subject. 


By  foreign  cor- 
poration. 
$5  for  first 
filing  of  certi- 
fied copy  of 
charter,  etc., 
and  power  of 
attorney. 

$2.00  for  fur- 
ther filing  of 
power  of  attor- 
ney by  foreign 
corporation. 
$2.00  each  for 
all  other 
papers  filed 
under  sections 
10,  16,  30,  51, 
54,  68,  72,  76 
and  80. 


No  fee  re- 
quired for  cer- 
tifying certain 
duplicates. 


Secretary  of 
state  to  make 
return  to  state 
auditor  of 
amount  of  fees 
received,  and 
pay  over  to 
the  general 
treasurer. 


Fees  payable 
to  general 
treasurer  by 
corporations 
created  by 
special  act, 
viz.: 


One-tenth  of 
one  per  cen- 
tum upon  the 
total  amount 
of  its  author- 
ized capital 
stock  having 
par  value. 


state,  for  the  use  of  the  state,  upon  the  filing  in  his 
office  of  the  following  papers: 

(a)  In  the  case  of  the  papers  required  by  Section 
65  hereof  to  be  filed  by  a  foreign  corporation  as  a 
condition  precedent  to  carrying  on  business  in  this 
state,  five  dollars. 

(b)  In  the  case  of  each  further  power  of  attorney 
filed  by  a  foreign  corporation  in  compliance  with  the 
provisions  of  Section  65  hereof,  and  in  the  case  of  the 
papers  specified  in  Sections  10,  16,  30,  51,  54,  68,  72, 
76  and  80  hereof,  two  dollars  in  each  case. 

Where  the  secretary  of  state  is  required  by  any 
of  the  above  mentioned  sections  to  certify  a  dupli- 
cate original  of  any  of  the  papers  thereby  required 
to  be  filed  in  his  office,  he  shall  do  so  without  further 
charge.  The  secretary  of  state  shall,  between  the 
first  and  fifteenth  days  of  February,  May,  August 
and  November,  in  each  year,  make  an  itemized  return 
in  writing  to  the  state  auditor  of  the  amount  of  all 
fees  received  by  him,  and  pay  over  to  the  general 
treasurer  all  such  moneys  in  his  hands  belonging  to 
the  state. 

SEC.  87.  FEE  REQUIRED  TO  BE  PAID  TO  GEN- 
ERAL TREASURER  BY  CORPORATION  ORGANIZED 
UNDER  SPECIAL  ACT. — Section  16  of  Chapter  39  of 
the  General  Laws  is  hereby  amended  so  as  to  read  as 
follows: 

"Sec.  16.  Before  any  corporation,  other  than  a 
corporation  for  religious,  literary  or  charitable  pur- 
poses, or  a  military  or  fire  company,  shall  be  organ- 
ized under  a  charter  granted  by  special  act  of  the 
general  assembly,  the  petitioners  for  the  same  shall 
pay  into  the  general  treasury,  for  the  use  of  the 
state,  one-tenth  of  one  per  centum  upon  the  total 
amount  of  its  authorized  capital  stock  having  par 


57 

value,  and  in  the  case  of  stock  having  no  par  value 
ten  cents  for  each  share,  but  in  no  case  less  than  one 
hundred    dollars;     and    whenever    the    authorized  Minimum  fee 
capital  stock  of  any  such  corporation  shall  be  in- 
creased by  special  act  of  the  general  assembly  or  vote  one-tenth  of 


pe 


of  its  stockholders,  such  corporation  shall  pay  into  tumpupontne 

total  amount 


the  general  treasury,  for  the  use  of  the  state,  one-  £ 
tenth  of  one  per  centum  upon  the  total  amount  of  vaiuegpar 
such  authorized  increase  in  the  case  of  stock  having 
par  value,  and  in  the  case  of  stock  having  no  par  ono  cents  per 

0  .  share  for  each 

value  ten  cents  for  each  share  of  such  authorized  ^el^here 
increase;  and  the  secretary  of  state  shall  not  issue  a  value.18  no  par 
certified  copy  of  any  act  creating  such  corporation, 
or  a  certified  copy  of  any  act  or  vote  providing  for  certified  copies 

of  acts  not  to 


.  .  .n 

such  increase,  until  he  shall  receive  the  certificate  of  reqS?  until 
the  general  treasurer  to  the  effect  that  the  sum  so  beenupiidhave 
required  has  been  paid/' 

REPEAL,  CONSTRUCTION,  ETC. 

SEC.  88.  REPEAL.  —  Sections  1  to  9,  both  inclusive,  certain 
Sections  11  to  16,  both  inclusive,  of  Chapter  212  of 
the  General  Laws,  Sections  1  to  7,  both  inclusive, 
Sections  9  to  15,  both  inclusive,  Section  19,  Sections  (See 
21  to  24,  both  inclusive,  and  Sections  27  to  37,  both 
inclusive,  of  Chapter  213  of  the  General  Laws, 
Sections  1  to  21,  both  inclusive,  and  Sections  23  and 
24  of  Chapter  214  of  the  General  Laws,  Sections  42 
to  48,  both  inclusive,  of  Chapter  300  of  the  General 
Laws,  Chapters  424  and  425  of  the  Public  Laws, 
passed  at  the  January  session,  A.  D.  1909,  Chapter 
560  of  the  Public  Laws,  passed  at  the  January 
session,  A.  D.  1910,  and  Chapter  780  of  the  Public 
Laws,  passed  at  the  January  session,  A.  D.  1912,  and 
all  acts  in  amendment  of  any  of  the  same,  and  all 


58 

other  acts  and  parts  of  other  acts  inconsistent 
herewith  are  hereby  repealed,  subject  to  the  following 
provisions  of  this  act. 

^pealed  SEC.  89.       STATUTES  REPEALED  TO  BE  DEEMED  IN 

deemed  in 

f«j»  forcer-  JH  QRCE  FOR  CERTAIN  PURPOSES.  —  Whenever  any 
(See  appendix.)  Specja}  ac^  creating  a  corporation  the  provisions  of 
which  are  not  subject  to  amendment  or  repeal  at  the 
will  of  the  general  assembly  refers  to  and  adopts, 
either  expressly  or  by  implication,  any  statute  or 
part  of  a  statute  hereby  repealed,  such  statute  or 
part  of  a  statute  so  referred  to  and  adopted  shall  not 
be  deemed  repealed  by  the  provisions  of  this  act, 
but  shall  for  the  purpose  for  which  it  is  so  referred  to 
and  adopted,  but  for  none  other,  be  deemed  to  be  in 
force. 

SEC.   90.       CERTAIN  SECTIONS  OF  THIS  ACT  TO   BE 


steitSteedfor"      DEEMED  TO  BE  SUBSTITUTED   FOR  CERTAIN  SEC- 


TIONS  OF  CHAPTER  213  AND  FOR  CHAPTER  214  OF 
(See  appendix.)  GENERAL  LAWS  IN  CERTAIN  CASES.  —  Whenever  any 
corporation  of  any  of  the  classes  enumerated  in 
paragraph  (2)  of  Section  3  hereof  (except  a  corpora- 
tion created  by  special  act  the  provisions  of  which  are 
not  subject  to  amendment  or  repeal  at  the  will  of 
the  general  assembly)  shall  be  subject  to  or  entitled 
to  the  benefits  of  the  provisions  of  Sections  1, 
2,  3,  4,  5,  6,  7,  9,  19,  21,  23,  and  24  of  Chapter  213 
and  the  provisions  of  Chapter  214  of  the  General 
Laws,  or  the  provisions  of  all  or  any  of  said  sec- 
tions of  Chapter  213,  or  all  or  any  of  the  pro- 
visions of  Chapter  214,  Section  5  hereof  (except 
paragraphs  (g)  and  (h)  thereof),  and  Sections 
12,  13,  14,  15,  16,  18,  19,  20,  21,  22,  23,  24,  25, 
26,  27,  28,  32,  33,  34,  35,  36,  37,  38,  39,  40,  41, 
42,  43,  44,  45,  46,  47,  48,  49,  53,  57,  58,  59,  60,  61, 
62  and  63  hereof  shall  with  respect  to  each  such  cor- 


59 

poration  be  deemed  to  be  in  lieu  of  and  substituted  same  subject. 
for  said  provisions  of  said  chapters,  and  each  of  them, 
and  all  acts  in  amendment  of  or  in  addition  to  the 
same,  and  shall,  so  far  as  the  language  of  said  para- 
graphs and  sections  hereof  is  applicable  to  such  cor- 
poration and  so  far  as  the  provisions  thereof  are  not 
inconsistent  with  the  provisions  of  the  act  or  statute 
creating  such  corporation  or  under  which  it  is  in- 
corporated, be  deemed  to  apply  thereto:  Provided, 
however,  that  the  provisions  of  Section  42  hereof 
shall  not  apply  to  a  bank,  savings  bank,  trust 
company,  building-loan  association  or  loan  and  in- 
vestment company. 

SEC.  91.     CERTAIN  SECTIONS  OF  THIS  ACT  TO  BE  certain  sec- 
DEEMED  TO  BE  SUBSTITUTED  FOR  CERTAIN  SEC-  deemedwb. 

stituted  for 

TIONS  OF  CHAPTER  212  OF  GENERAL  LAWS  IN 
CERTAIN  CASES.  —  Whenever  any  corporation  of  any 
of  the  classes  enumerated  in  paragraph  (2)  of  Section 
3  hereof  (except  a  corporation  created  by  special 
act  the  provisions  of  which  are  not  subject  to  amend- 
ment or  repeal  at  the  will  of  the  general  assembly) 
shall  be  subject  to  or  entitled  to  the  benefits 
of  the  provisions  of  Sections  6,  7,  8,  9  and  16  of 
Chapter  212  of  the  General  Laws,  or  any  of  them, 
the  following  sections  of  this  act  shall  be  deemed  to 
be  in  lieu  of  and  substituted  for  said  provisions 
respectively,  to  wit:  Sections  12  and  13  hereof  for 
Section  6,  Sections  50  and  51  hereof  for  said  Section 
7,  Sections  50,  51  and  53  hereof  for  said  Section  8, 
Section  8  hereof  for  said  Section  9,  and  Section  16 
hereof  for  said  Section  16. 

SEC.   92.     EFFECT  OF  REPEAL  UPON  ACTS  AND  Effect  of  repeal 
RIGHTS  AND  UPON  PROCEEDINGS  IN  CIVIL  CASES 


proceedings. 

BEFORE  REPEAL.  —  The  repeal  of  any  statute  or  part  (See  ppendix-> 
of  a  statute  by  this  act  shall  not  affect  any  act  done, 


60 


Same  subject. 


Effect  of  repeal 
upon  act  re- 
pealing former 
acts. 


Further  effect. 


Construction. 


Effect  of  limit- 
ing acts,  or 
periods  of 
time,  retained 
in  this  act. 
(See  appendix.) 


ratified  or  confirmed,  or  any  right  accruing  or  ac- 
crued, or  acquired  or  established,  or  any  remedy  for 
any  injury  thereto,  or  any  suit  or  proceeding  had  or 
commenced  in  any  civil  case  before  the  time  when 
such  repeal  shall  take  effect,  but  the  proceedings  in 
every  such  case  shall,  whenever  necessary,  conform 
to  the  provisions  of  this  act. 

SEC.  93.  EFFECT  OF  REPEAL  UPON  ACT  REPEAL- 
ING FORMER  ACTS. — No  act  which  has  been  hereto- 
fore repealed  shall  be  revived  by  the  repeal  con- 
tained in  this  act  of  any  of  the  acts  hereby  repealed. 

SEC.  94.  FURTHER  EFFECT  OF  REPEAL  UPON 
ACT  REPEALING  FORMER  ACTS. — The  repeal  in  this 
act  of  any  statute  or  part  of  a  statute  heretofore 
repealed  shall  not  be  construed  as  a  declaration  or 
implication  that  such  statute  or  part  of  a  statute  has 
been  in  force  at  any  time  subsequent  to  such  first 
repeal. 

SEC.  95.  CONSTRUCTION. — The  provisions  of  this 
act,  so  far  as  they  are  the  same,  or  substantially  the 
same,  as  those  of  existing  statutes,  shall  be  construed 
as  a  continuation  thereof  and  not  as  new  enactments, 
and  a  reference  in  a  statute  which  has  not  been 
repealed  to  provisions  of  law  which  have  been 
revised  and  re-enacted  herein  shall  be  construed  as 
applying  to  such  provisions  as  so  incorporated  in  this 
act. 

SEC.  96.  EFFECT  OF  LIMITING  ACTS,  OR  PERIODS 
OF  TIME,  RETAINED  IN  THIS  ACT. — Whenever  a 
limitation  or  period  of  time  prescribed  in  any  of  the 
acts  or  parts  of  acts  repealed  by  this  act  shall  have 
begun  to  run  and  the  same  or  any  similar  limitation 
is  prescribed  in  this  act,  the  time  of  limitation  shall 
continue  to  run  and  shall  have  the  same  effect  as  if 
the  whole  period  had  begun  and  ended  under  the 
operation  of  this  act. 


61 

SEC.  97.     EFFECT  OF  INVALIDITY  OF    PART    OF  Effect  of  in- 
validity of 

ACT  ON  REMAINDER. — If  any  clause,  sentence,  para-  Remainder. 

graph,  section  or  part  of  this  act  shall  for  any  reason 

be  adjudged  by  any  court  of  competent  jurisdiction 

to  be  invalid,  such  judgment  shall  not  affect,  impair 

or  invalidate  any  other  portion  of  this  act  which  can 

be    given   reasonable   effect   without   the   part   so 

adjudged  invalid. 

SEC.  98.  DATE  OF  TAKING  EFFECT. — This  act  This  act 
shall  take  effect  on  the  first  day  of  July  in  the  year  i,  1920! 
nineteen  hundred  and  twenty. 


APPENDIX 


EXCERPTS  FROM  THE   GENERAL  LAWS  OF 

RHODE  ISLAND,  1909,  AND  AMENDMENTS, 

RELATIVE  TO  CORPORATIONS 


AS 


Repealed,  Construed,  etc.,  by  Sections  88  to  96  of 
the  General  Corporation  Law  of  1920. 


CHAPTER  212. 

(ALL  SECTIONS  REPEALED  BY  GENERAL  CORPORA- 
TION LAW,  EXCEPT  SECTION  10  HEREOF.) 


Of  Incorporation. 
SECTION   1.     The  several  classes  of  corporations  shall  be  corporations 

classified  and 

formed  according  to  the  methods  herein  prescribed.  how  formed. 

CLASS  I. — BUSINESS  CORPORATIONS. 

SEC.  2.     Any  three  or  more  persons  of  lawful  age  who  shall  Business  cor- 
porations, how 
associate  by  written  articles  which  shall  express:  formed. 

First.     Their  agreement  to  constitute  an  ordinary  business  Agreement, 
corporation; 

Second.     The  name  by  which  it  shall  be  known,  which  shall  Name- 
be  one  that  cannot  be  mistaken  for  that  of   a  copartnership 
and  which  name  is  not  then  in  use  by  any  existing  corporation 
incorporated  by  special  act  or  under  the  General  Laws  of  this 
state ; 

Third.     The  business  for  which  it  is  constituted;  Business. 


64 


Location. 
Capital  stock. 


Exclusion  of 
certain  cor- 
porations. 


Agreement 
must  be  signed, 
acknowledged, 
and  filed  in 
office  of  the 
secretary  of 
state,  with  a 
certificate  of 
the  payment 
of  fee. 


Certificates  cf 
incorporation 
to  be  issued  by 
secretary  of 
state. 


Fourth.     The  town  or  city  in  which  it  is  to  be  located; 

Fifth.  The  amount  of  the  capital  stock,  and  whether 
common  or  preferred,  and  how  much  of  each,  and  the  par  value 
of  each  share,  and,  if  preferred,  the  advantages  thereof  over 
the  common  stock,  shall,  upon  complying  with  the  require- 
ments hereinafter  provided,  be  and  become  a  corporation  for 
the  transaction  of  the  business  named  in  said  articles  of  agree- 
ment :  PROVIDED,  HOWEVER,  THAT  NOTHING  HEREIN  CONTAINED 

SHALL  AUTHORIZE  THE  FORMATION  OF  ANY  MUNICIPAL  OR  QUASI- 
MUNICIPAL  CORPORATION,  RAILWAY  COMPANY,  CANAL  COMPANY, 
TURNPIKE  COMPANY,  OR  OF  ANY  COMPANY  WHICH  SHALL  NEED 
TO  POSSESS  THE  RIGHT  TO  TAKE  OR  CONDEMN  LANDS  OR  OTHER 
PROPERTY  UNDER  THE  POWER  OF  EMINENT  DOMAIN,  OR  TO 
ACQUIRE  FRANCHISES  IN  THE  STREETS  OR  HIGHWAYS  OF  TOWNS 
OR  CITIES,  OR  OF  ANY  INSURANCE  COMPANY,  BANK  OR  BANKING 
CORPORATION,  SAVINGS  BANK,  TRUST  COMPANY,  OR  ANY  OTHER 
CORPORATION  TRADING  IN  BONDS,  NOTES,  OR  OTHER  EVIDENCES 
OF  INDEBTEDNESS,  IN  ANY  MANNER  OTHER  THAN  IS  HEREIN- 
AFTER PROVIDED. 

SEC.  3.  Said  corporators  shall  sign  said  agreement  stating 
their  residences  against  their  names,  shall  acknowledge  the 
same  in  the  manner  in  which  deeds  of  real  estate  are  required 
to  be  acknowledged  within  this  state,  and  shall  file  the  same 
in  the  office  of  the  secretary  of  state,  together  with  the  cer- 
tificate of  the  general  treasurer  that  said  corporators  have  paid 
into  the  treasury  for  the  use  of  the  state  the  sum  of  one  hun- 
dred dollars;  or  if  the  capital  stock  of  said  corporation  is  to 
be  one  hundred  thousand  dollars,  or  more,  have  paid  into  the 
treasury  a  sum  equal  to  one-tenth  of  one  per  centum  of  said 
capital  stock. 

SEC.  4.  Whenever  the  agreement,  duly  signed  and  ac- 
knowledged, and  the  certificate  of  the  general  treasurer,  as 
required  by  sections  two  and  three  of  this  chapter,  shall  have 
been  filed  in  the  office  of  the  secretary  of  state,  and  the  sum  of 
one  dollar  paid  to  said  secretary  for  the  certificate  hereinafter 
provided  for,  said  secretary  of  state  shall  thereupon  issue  to  said 


65 

corporation  his  certificate,  under  the  seal  of  the  state,  substan- 
tially in  the  following  form  :— 

STATE  OF  RHODE  ISLAND  AND  PROVIDENCE  PLANTATIONS. 

I.  ,  secretary  of  state,  hereby  certify  that  [here  insert  Form  of  cer- 

tificate. 
names  of  all  corporators]  have  filed  in  the  office  of  secretary  of 

state  according  to  Jaw,  their  agreement  to  form  a  corporation 
under  the  name  of  [here  insert  name  of  corporation}  for  the  pur- 
pose [here  insert  the  business]  and  with  the  capital  stock  \here 
insert  amount]  and  have  also  filed  the  certificate  of  the  general 
treasurer  that  they  have  paid  into  the  general  treasury  of  the 
state  the  fee  required  by  law. 

Witness  my  hand  and  the  seal  of  the  State  of  Rhode  Island 
this  day  of  in  the  year 

SEC.  5.     When  said  certificate  has  been  issued  as  aforesaid,  certificate  to 

confer  what 

said  corporators,  their  associates,  successors,  and  assigns,  shall  powers. 
be  authorized  to  transact  business  as  a  corporation,  with  all  the 
powers  and  subject  to  all  the  duties  and  liabilities,  as  provided 
in  chapters  two  hundred  and  thirteen  and  two  hundred  and 
fourteen,  and  all  amendments  thereof  and  additions  thereto, 
eo  far  as  not  inconsistent  with  the  provisions  of  this  chapter. 

SEC.  6.     The  meeting  of  said  corporators  to  form  said  cor-  Meeting  to 

.  form  such  cor- 

poration shall  be  called  by  a  notice  signed  by  one  or  more  of  portion,  how 

to  be  called;  to 

said  corporators,  stating  the  time,  place,  and  purpose  of  meet- 


ing,  a  copy  of  which  shall  be  mailed,  at  least  five  days  before  t?ficate°er 

the  day  appointed  for  the  meeting,  to  each  corporator  addressed 

to  his  usual  place  of  business  or  residence;   which  notice  may 

be  given  as  soon  as  said  agreement  and  the  certificate  of  the 

general  treasurer  have  been  filed  with  the  secretary  of  state: 

Provided,  however,  that  said  first  meeting  may  be  held  by  agree- 

ment in  writing  of  all  the  corporators  without  such  notice; 

said  first  meeting  to  be  held  in  any  event  subsequent  to  the 

issuing  of  said  certificate  by  the  secretary  of  state.     Said  notice, 

with  the  affidavit  of  the  corporator  who  mailed  copies  thereof,   Rec0rd  to  be 

and,  in  the  event  of  no  notice  being  sent,  the  unanimous  agree- 


66 


Capital  stock 
may  be  in- 
creased, how. 


Articles  of 
agreement 
may  be 
amended,  how 
excepting  as 
provided  in 
Section  8. 


Capital  stock 
may  be  de- 
creased, how. 


ment  to  meet,  shall  be  filed  with  the  papers  of  said  corporation 
and  duly  recorded  in  its  records. 

SEC.  7.  Whenever  a  corporation  is  created  as  provided  in 
the  preceding  sections,  and  more  capital  than  the  amount  pre- 
scribed in  the  articles  of  agreement  shall  be  necessary  or  desira- 
ble, such  articles  may  be  amended  in  pursuance  of  a  vote  there- 
for representing  in  amount  three-quarters  of  the  whole  capital 
stock,  passed  at  a  meeting  of  the  corporation  duly  called  for 
that  purpose,  by  the  filing,  in  the  office  of  the  secretary  of 
state,  of  a  certificate  of  such  vote  duly  attested  by  the  president 
and  secretary  of  said  corporation,  together  with  the  certificate 
of  the  general  treasurer  that  said  corporation  has,  with  previous 
payments  to  the  general  treasurer,  paid  into  the  treasury, 
for  the  use  of  the  state,  a  sum  equal  to  one-tenth  of  one  per 
centum  of  its  capital  stock  when  so  increased.  Such  vote  shall 
set  forth  the  amount,  the  par  value,  and  kinds,  of  additional 
stock  and  the  advantages  of  the  preferred,  if  any,  over  the 
common  stock.  Such  agreement  may  be  amended  in  any  other 
particular,  excepting  as  provided  in  the  following  section,  by 
like  vote  of  the  corporation  and  the  filing  in  the  office  of  the 
secretary  of  state  of  a  copy  of  such  vote  duly  attested  by  the 
president  and  secretary  of  said  corporation. 

SEC.  8.  Whenever  a  corporation  is  created  as  provided  in 
the  preceding  sections,  and  it  is  deemed  necessary  or  desirable 
to  decrease  the  amount  of  capital  stock  of  the  corporation  pre- 
cribed  in  the  articles  of  agreement  or  any  amendment  thereof, 
said  articles  may  be  so  amended  in  pursuance  of  a  vote  therefor 
representing  in  amount  three-quarters  of  the  whole  capital 
stock,  passed  at  a  meeting  of  the  corporation  duly  called,  when 
a  copy  of  such  vote,  duly  attested  by  the  president  and  sec- 
retary of  said  corporation,  has  been  duly  filed  in  the  office  of  the 
secretary  of  state;  and  the  secretary  of  such  corporation  shall 
immediately  notify  in  writing  every  stockholder  of  record  of 
such  decrease,  and  each  stockholder  shall  forthwith  present  his 
certificate  or  certificates,  to  be  exchanged  for  others,  or  to  have 


67 

endorsed  thereon  proper  evidence  of  the  decrease  of  the  par  value 
thereof,  as  the  case  may  be. 

SEC.  9.     Any  original  articles  of  incorporation,  as  prescribed 
in  the  previous  sections,  may  provide,  if  desired,  that  the  poSti°on?a"nd 
corporation  shall  have  a  lien  on  all  shares  for  assessments  or 


stock,  may  be 

other  indebtedness  of  the  shareholders  due  to  the  corpora-  provided  for. 

tion,  enforcible  in  such  manner  as  the  by-laws  shall  provide; 

and  may  give  the  corporation  the  right,  in  case  of  sale  of  stock 

by  any  stockholder,  to  purchase  said  stock  at  the  lowest  price 

at  which  he  is  willing  to  sell,  before  the  same  shall  be  sold  by 

him  to  any  other  party,  and  may  prescribe  the  time  within 

which   the   corporation   must   exercise   said   right:     Provided, 

however,  that  in  case  any  original  articles  of  incorporation  do 

not  contain  either  or  both  of  the  foregoing  provisions,  said 

articles  may  be  amended  to  include  either  or  both  of  said  pro- 

visions, in  pursuance  of  a  vote  therefor  representing  the  whole 

capital  stock,  passed  at  a  meeting  of  the  corporation  duly  called 

for  that  purpose,  by  the  filing  in  the  office  of  the  secretary  of 

state  of  a  certificate  of  such  vote  duly  attested  by  the  president 

and  secretary  of  said  corporation. 

CLASS  II.  —  INSURANCE  CORPORATIONS. 

SEC.   10.     Every  corporation  to  carry  on  the  business  of  insurance  cor- 

porations must 

insurance  shall  be  created  only  by  the  general  assembly  on  speci3iyered 
petition  thereto. 

CLASS  III.  —  LITERARY  AND  SCIENTIFIC  CORPORATIONS 
AND  MISCELLANEOUS  CORPORATIONS. 

SEC.  11.     All  libraries,  lyceums,  fire-engine  companies,  and  Miscellaneous 

corporations, 

corporations  formed  for  religious,  charitable,  literary,  scientific,  how  formed- 

artistic,  social,  musical,  agricultural  or  sporting  purposes,  not 

organized  for  business  purposes,   and  all  other  corporations 

of  like  nature  not  hereinbefore  otherwise  provided  for,  shall 

be  created  in  the  following  manner,  viz.  :     Five  or  more  persons 

of  lawful  age  shall  associate  by  written  articles  which  shall 

express.. 


68 


Agreement. 
Name. 

Purpose. 
Location. 

Agreement 
must  be  signed, 
acknowledged, 
and  filed  in 
office  of  the 
secretary  of 
state,  with  a 
certificate  of 
the  payment  of 
fee. 


Certificates  of 
incorporation 
to  be  issued  by 
secretary  of 
state. 


Form  of  cer- 
tificate. 


Certificate  to 
confer,  what 
powers. 


First.     Their  agreement  to  form  said  corporation; 

Second.  The  name  by  which  it  shall  be  known,  which  name 
shall  not  then  be  in  use  by  any  existing  corporation  of  the  state  ; 

Third.     The  purpose  for  which  it  is  constituted; 

Fourth.     The  town  or  city  in  which  it  is  to  be  located. 

Said  agreement  shall  be  signed  and  acknowledged  by  all  the 
members  named  therein.  Said  agreement  shall  be  filed  in  the 
office  of  the  secretary  of  state,  and  said  persons  shall  pay  a  fee 
of  five  dollars  into  the  general  treasury  of  the  state.  When 
said  agreement  has  been  so  filed,  together  with  the  certificate  of 
the  general  treasurer  that  the  fee  of  five  dollars  has  been  paid, 
and  the  sum  of  one  dollar  has  been  paid  to  said  secretary  of 
state  for  the  certificate  hereinafter  required,  the  secretary  of 
state  shall  thereupon  issue  to  said  corporation  his  certificate, 
under  the  seal  of  the  state,  substantially  in  the  following  form : 

STATE  OF  RHODE  ISLAND  AND  PROVIDENCE  PLANTATIONS. 

I,  ,  secretary  of  state,  hereby  certify  that  [here  insert 

names  of  all  the  corporators]  have  filed  in  the  office  of  secretary 
of  state  their  agreement  to  form  a  corporation  under  the  name 
of  [here  insert  name  of  corporation]  for  the  purpose  [here  insert 
purpose]  in  accordance  with  law,  and  have  also  filed  the  certifi- 
cate of  the  general  treasurer  that  they  have  paid  into  the  general 
treasury  of  the  state  the  fee  required  by  law. 

Witness  my  hand  and  the  seal  of  the  State  of  Rhode  Island 
this  day  of  in  the  year 

The  meeting  of  said  corporators  to  form  said  corporation  shall 
be  called  and  held  in  accordance  with  the  provisions  of  section 
six  of  this  chapter. 

SEC.  12.  When  said  certificate  has  been  issued  as  aforesaid 
said  corporators  shall  be  authorized  to  carry  out  the  purpose 
of  such  agreement  with  all  the  powers  and  subject  to  all  the 
duties  and  liabilities  as  provided  herein  and  in  chapter  two 
hundred  thirteen  and  all  amendments  thereof  and  additions 
thereto,  so  far  as  not  inconsistent  with  the  provisions  of  this 


69 

chapter,  and  so  far  as  the  provisions  of  said  chapter  two  hundred 
thirteen  shall  be  applicable  to  such  corporation. 

SEC.  13.  Said  corporation  shall  be  entitled  to  take,  hold, 
transmit,  and  convey  real  and  personal  estate  to  an  amount  not 
exceeding  in  all  one  hundred  thousand  dollars.  But  if  such  act  only. 
corporation  desires  to  take  and  hold  property  to  an  amount 
exceeding  one  hundred  thousand  dollars  either  originally  or  by 
amendment,  such  privilege  shall  be  granted  only  by  the  general 
assembly  on  petition  thereto. 

SEC.  14.     Such  agreement  may  be  amended  in  any  particular  Articles  of 

agreement 

not  inconsistent  with  the  provisions  of  this  chapter,  excepting 
as  provided  in  the  preceding  section,  by  vote  of  the  corporation 
and  the  filing  in  the  office  of  the  secretary  of  state  of  a  copy  of 
such  vote  duly  attested  by  the  president  and  secretary  of  said 
corporation. 

SEC.  15.     Copies  of  agreements  to  form  corporations,  when  copies,  when 

certified  by 

formed  by  agreement,  or  of  any  amendment  thereof,  and  the 
fact  of  their  being  filed  in  the  office  of  the  secretary  of  state 
and  the  date  of  such  filing,  and  the  filing  of  the  certificate  of 
the  general  treasurer,  shall,  when  certified  to  by  the  secretary 
of  state,  be  received  in  evidence  before  any  court,  tribunal,  or 
authority. 

SEC.  16.  Every  business  corporation  formed  under  the  pro- 
visions  of  this  chapter  shall  file  with  the  secretary  of  state  the 
name  and  address  of  its  treasurer,  forthwith  upon  the  election  treasure?  if  he 

be  a  resident  of 

of  such  treasurer,  if  he  be  a  resident  of  this  state;  and  if  such  this  state, 

otherwise  must 


treasurer  be  not  a  resident  of  this  state  such  corporation  shall  afSrlTeV*  or  the 
forthwith  appoint  by  written  power  some  competent  person 


process. 

resident  in  this  state  as  its  attorney  with  authority  to  accept 
service  of  all  process  against  such  corporation  in  this  state,  and 
upon  whom  all  process,  including  the  process  of  garnishment, 
against  such  corporation  in  this  state  may  be  served,  and  who, 
in  case  of  garnishment,  when  the  fees  therefor  shall  have  been 
paid  or  tendered,  shall  make  the  affidavit  required  by  law  in 
such  cases,  and  who  shall  cause  an  appearance  to  be  entered  in 
like  manner  as  if  such  corporation  had  existed  and  been  duly 


70 


Penalty  for 
failure  to  com- 
ply with  the 
provisions  of 
this  chapter. 


served  with  process  within  this  state.  A  copy  of  such  power  of 
attorney,  duly  certified  and  authenticated,  shall  be  forthwith 
filed  with  the  secretary  of  state;  and  copies  thereof,  duly  cer- 
tified, shall  be  received  in  evidence  in  all  courts  of  this  state. 
If  such  attorney  shall  die,  or  resign,  or  be  removed,  such  cor- 
poration shall  forthwith  make  a  new  appointment  as  aforesaid 
and  forthwith  file  a  copy  with  said  secretary  of  state  as  above 
prescribed,  so  that  at  all  times  there  shall  be  within  this  state  an 
attorney  authorized  to  accept  service  of  process  and  to  enter  an 
appearance  as  aforesaid;  and  no  such  power  of  attorney  shall 
be  revoked  until  after  a  like  power  shall  have  been  given  to  some 
other  competent  person  resident  in  this  state,  and  a  copy  thereof 
filed  as  aforesaid.  Service  of  process  upon  such  attorney  shall 
be  deemed  sufficient  service  upon  his  principal.  Any  corpora- 
tion formed  under  the  provisions  of  this  chapter  failing  for  the 
period  of  one  year  to  comply  with  the  provisions  of  this  section 
may  be  dissolved  upon  application  by  any  creditor,  or  by  any 
other  party  in  interest,  to  the  superior  court,  after  notice  to  such 
corporation  in  manner  prescribed  by  law. 


General 
powers  of 
corporations. 


CHAPTER  213. 

(ALL  SECTIONS  REPEALED  BY  GENERAL  CORPORATION  LAW, 
EXCEPT  SECTIONS  8,  16,  17,  18,  20,  25,  26,  38,  39,  40,  41 
AND  42  HEREOF.) 

Provisions  Respecting  Corporations  in  General. 

SECTION  1.  All  corporations  shall,  whenever  no  other  pro- 
vision is  specially  made,  have  perpetual  succession,  may  make 
and  use  a  common  seal  and  break,  alter,  and  renew  the  same, 
be  capable  of  taking,  holding,  transmitting,  and  conveying 
property,  real  or  personal,  in  their  corporate  name,  may  sue 
and  be  sued,  appear,  prosecute,  and  defend  actions  and  suits  to 
final  judgment  and  execution  in  any  court  or  elsewhere;  may 
elect,  in  such  manner  as  they  shall  determine  to  be  proper,  all 


71 

necessary  officers,  and  may  fix  their  compensation  and  define 
their  duties  and  obligations;  and  may  make  by-laws  and  regu- 
lations, consistent  with  law,  for  their  government  and  for  the 
due  and  orderly  conducting  of  their  affairs  and  the  management 
of  their  property. 

SEC.  2.     The  shares  into  which  the  capital  stock  of  any  shares  deemed 

to  be  personal 

corporation  shall  be  divided  shall  be  deemed  to  be  personal  JJiSiiepJo. 
estate,  unless  otherwise  provided  in  the  act  creating  the  cor- 
poration, and  shall  be  transferable  in  such  a  manner  as  shall  be  awe[ tn 
prescribed  by  the  by-laws  of  the  corporation. 

SEC.  3.     Corporations  mav,  by  their  by-laws,  where  no  other  what  may  be 

included  in 

provision  is  specially  made,  determine  the  manner  of  calling  by-laws- 
and  conducting  meetings,  the  number  of  shares  that  shall  con- 
stitute a  quorum,  the  number  of  shares  that  shall  entitle  the 
members  to  one  or  more  votes,  the  mode  of  voting  by  proxy,  the 
mode  of  selling  shares  for  the  non-payment  of  assessments  or 
other  indebtedness  of  the  share  holders  due  to  the  corporation, 
and  the  tenure  of  office  of  the  several  officers;   and  they  may  Penaitiesin 
annex  suitable  penalties  to  such  by-laws,  not  exceeding  in  any 
case  the  sum  of  twenty  dollars  for  any  one  offence ;  but  no  such   By-laws  to 

conform  to 

by-laws  shall  be  made  by  any  corporation  repugnant  to  the   Barter  and 
provisions  of  its  charter  or  articles  of  association,  or  amend- 
ments thereof,  or  to  general  law.     At  all  meetings  of  corpora-  by 
tions  having  a  capital  stock,  the  stockholders  may  vote  in 
person  or  by  an  attorney  duly  authorized  thereto;   and  where 
stock  is  held  by  two  or  more  executors,  administrators,  guard- 
ians,  or  trustees,  jointly,  they  may  designate  in  writing  one  of   trusteeSi  etc- 
their  number  to  represent  said  stock  and  vote  the  same,  unless 
there  is  provision  to  the  contrary  in  the  instrument  appointing 
them. 

SEC.   4.     The  first  meeting  of  all  corporations,  except  of   ^Jbe^how8 
banks,  shall,  unless  otherwise  provided  for,  or  unless  notice  be   %£$&?*' 
waived  by  all  the  corporators  in  writing,  be  called  by  a  notice 
signed  by  any  one  or  more  of  the  corporators,  setting  forth  the 
time,  place,  and  objects  of  the  meeting;  and  such  notice  shall, 
seven  days  at  least  before  the  meeting,  be  delivered  to  each 


72 


Meeting?,  how 
called,  if  there 
is  no  person 
duly  author- 
ized. 


Powers  of 
corporations 
when  so  assem- 
bled. 


Failure  to  hold 
the  annual 
meeting,  or  to 
elect  officers, 
at  time  pre- 
scribed not 
fatal. 


Gifts  to  cor- 
porations by 
will,  for  chari- 
table purposes, 
in  exces:  of 
power  to  hold. 


member  or  published  in  some  newspaper  of  the  county  where 
the  corporation  may  be  established,  or  if  there  be  no  newspaper 
in  the  county,  then  in  some  newspapr  of  an  adjoining  county: 
Provided,  that  notice  of  the  first  meeting  of  incorporated 
religious  societies  may  be  affixed  to  the  door  or  some  other 
conspicuous  part  of  their  meeting-house  or  usual  place  of 
assembling  for  religious  purposes. 

SEC.  5.  Whenever  by  reason  of  the  death  or  absence  of 
the  officers  of  any  corporation,  or  other  legal  impediment,  there 
shall  be  no  person  duly  authorized  to  call  or  preside  at  a  legal 
meeting  thereof,  any  justice  of  the  peace  in  the  county  where 
such  corporation  is  established  may,  on  a  written  application 
of  three  or  more  of  the  members  thereof,  issue  a  warrant  to 
either  of  said  members,  directing  him  to  call  a  meeting  of  said 
corporation  by  giving  such  notice  as  has  been  previously  required 
by  law;  and  the  justice  may  in  the  same  warrant  direct  such 
person  to  preside  at  such  meeting  until  a  clerk  shall  be  duly 
chosen  and  qualified,  if  there  shall  be  no  officer  present 
legally  authorized  to  preside  thereat. 

SEC.  6.  Such  corporation,  when  so  assembled,  may  elect 
officers  to  fill  vacancies  then  existing,  and  may  act  upon  such 
other  business  as  might  by  law  be  transacted  at  regular  meetings 
of  the  corporation. 

SEC.  7.  The  existence  of  any  corporation  shall  not  be  im- 
paired by  a  failure  to  hold  an  annual  meeting  for  the  election 
of  officers  or  a  failure  to  elect  officers  at  the  time  prescribed 
by  the  charter,  articles  of  association  or  by-laws  of  the  corpora- 
tion; but  such  election  may  be  held  at  a  subsequent  meeting 
of  the  stockholders  duly  notified  for  that  purpose. 

SEC.  8.  In  case  any  real  or  personal  estate  shall  hereafter 
be  given  by  will  to  any  corporation  to  hold  for  any  charitable 
uses  or  purposes  authorized  or  permitted  by  the  charter  of 
said  corporation  or  any  amendment  thereof,  or  by  law,  and 
such  corporation,  but  for  the  provisions  of  this  section  would 
not  be  able  to  take  or  hold  the  same  or  some  part  thereof  on 
account  of  the  limitation  as  to  the  amount  of  property  of  said 


73 

corporation  prescribed  by  the  charter  or  any  amendment 
thereof,  then  in  every  such  case  it  shall  be  lawful  for  such  cor- 
poration to  take  and  hold  such  real  and  personal  estate,  or 
such  part  thereof  as  aforesaid,  upon  conditions  subsequent, 
nevertheless,  that  such  corporation  shall  obtain  from  the 
general  assembly  authority  to  take  and  hold  real  and  personal 
estate  to  an  amount  large  enough  to  include,  in  addition  to 
its  other  property,  the  property  given  to  such  corporation  by 
will  as  aforesaid,  and  that  the  application  to  the  general 
assembly  shall  be  made  within  one  year  from  the  final  probate 
of  the  will  under  which  the  gift  is  taken  as  aforesaid. 

SEC.  9.  Corporations  whose  charters  or  articles  of  associa- 
tion  shall  expire  by  their  own  limitation,  or  shall  be  annulled 
by  forfeiture  or  otherwise,  shall  nevertheless  be  continued  what  purposes 
bodies  corporate  for  the  term  of  three  years  after  the  time  when 
they  would  have  been  so  dissolved,  for  the  purpose  of  prosecu- 
ting and  defending  suits  by  or  against  them  and  of  enabling 
them  to  settle  and  close  their  concerns,  to  dispose  of  and  convey 
their  property,  and  to  divide  their  capital  stock;  but  not  for 
the  purpose  of  continuing  the  business  for  which  such  corpora- 
tions have  been  or  may  be  established. 

SEC.    10.     Whenever    final    judgment    shall    be    recovered  what  proper- 

ties may  be 
against  any  turnpike  or  other  corporation  authorized  to  receive  n'  on 


tolls,  the  franchise  of  such  corporation,  with  all  the  rights 
and  privileges  thereof  so  far  as  relates  to  the  receiving  of  toll, 
and  also  all  other  corporate  property,  may  be  taken  on  execu- 
tion and  sold  in  the  same  manner  as  real  estate  belonging  to 
corporations  is  liable  by  law  to  be  taken  and  sold  on  execution. 

SEC.  11.     In  the  sale  of  the  franchise  of  any  corporation,  who  deemed 

highest  bidder 

the  person  who  shall  satisfy  the  execution  with  all  legal  fees  ^i^1^0^™11" 
and  expenses  thereon,  and  who  shall  agree  in  consideration  corP°ratl° 
thereof  to  take  such  franchise  for  the  shortest  period  of  time 
and  to  receive  during  that  time  all  such  toll  as  the  said  cor- 
poration would  by  law  be  entitled  to  demand,  shall  be  con- 
sidered as  the  highest  bidder. 


74 


Franchise,  how 

transferred  ; 


Purchaser  is 
entitled  to 
recover  penal- 
ties for  injury 
to  franchise. 


A  corporation 
retains  powers 
how  far. 


How  franchise 
may  be  re- 
deemed. 


Franchise  and 
property  of 
railroad  cor- 
porations may 
be  redeemed 


SEC.  12.  The  return  of  the  officer  on  such  execution  shall 
transfer  to  the  purchaser  all  the  privileges  and  immunities 
which  by  law  belonged  to  said  corporation  so  far  as  relates  to- 
the  right  of  demanding  toll;  and  the  officer  shall,  immediately 
after  such  sale,  deliver  to  the  purchaser  possession  of  all  the 
toll-houses  and  gates  belonging  to  said  corporation,  in  whatever 
county  the  same  may  be  situated,  and  the  purchaser  may  there- 
upon establish,  demand,  and  receive  to  his  own  use  all  the  toll 
which  may  accrue  within  the  time  limited  in  the  said  purchase 
of  said  franchise,  and  during  that  time  the  corporation  shall 
not  be  entitled  to  sue  for  such  tolls  or  to  prosecute  for  any 
penalty  for  the  non-payment  thereof. 

SEC.  13.  'Any  person  who  shall  purchase  the  franchise  of  any 
turnpike  or  other  corporation,  and  the  assignee  of  such  person, 
may  recover,  in  an  action  of  the  case,  any  penalties  imposed 
by  law  for  an  injury  to  the  franchise  or  for  any  other  cause  and 
which  such  corporation  would  be  entitled  to  recover  during 
the  time  limited  in  the  said  purchase  of  the  franchise,  and  during 
that  time  the  corporation  shall  not  be  entitled  to  prosecute  for 
such  penalties. 

SEC.  14.  The  corporation  whose  franchise  shall  have  been 
sold  as  aforesaid  shall,  in  all  other  respects,  retain  the  same 
powers  and  be  bound  to  the  discharge  of  the  same  duties  and 
liable  to  the  same  penalties  and  forfeitures  as  before  such  sale. 

SEC.  15.  Such  corporation  may,  at  any  time  within  three 
months  from  the  time  of  such  sale,  redeem  the  franchise  by 
paying  or  tendering  to  the  purchaser  thereof  the  sum  that  he 
shall  have  paid  therefor,  with  twelve  per  centum  interest 
thereon,  but  without  any  allowance  for  toll  which  he  may  have 
received;  and  upon  such  payment  or  tender,  the  said  franchise 
and  all  the  rights  and  privileges  thereof  shall  revert  and  belong 
to  said  corporation  as  if  no  such  sale  had  been  made. 

SEC.  16.  The  franchise  and  property  of  a  railroad  cor- 
poration may  be  redeemed  by  it,  or  any  mortgagee  thereof,  from 
sale  on  execution,  by  paying  or  tendering  to  the  purchaser  the 
sum  P^^  therefor  at  such  sale,  with  interest,  at  any  time  within 


75 

sixty  days  after  the  final  determination  of  any  writ  of  error  to 
reverse  the  judgment  upon  which  such  execution  issued,  or  of  what  manQ*r- 
any  suit  to  test  the  validity  of  such  sale,  brought  before  the 
sale  or  within  sixty  days  thereafter;  but  nothing  herein  shall  be 
construed  as  authorizing  such  a  sale. 

SEC.  17.  The  purchaser  of  any  railroad  or  street  railway 
and  of  the  property,  rights,  privileges  and  franchises,  there- 
with  connected,  at  a  sale  under  a  valid  foreclosure  of  a  legal  p/operty1.  b?y 

foreclosure  or 

mortgage  thereof,  or  at  a  valid  sale  under  the  power-of-sale  under  judicial 
of  such  mortgage,  or  at  a  valid  sale  under  the  orders  and  direc- 
tions of  any  court  of  competent  jurisdiction,  and  the  grantee 
and  successors  in  title  of  any  such  purchaser,  shall  be  subject 
to  all  and  the  same  duties,  liabilities,  restrictions,  and  other 
provisions  respecting  such  railroad  or  street  railway,  or  arising 
from  the  construction,  maintenance  and  operation  thereof,  and 
shall  have  all  and  the  same  powers  and  rights  relating  to  such 
railroad  or  street  railway  and  the  construction,  maintenance, 
and  operation  thereof,  which  the  corporation  by  which  said' 
mortgage  was  made,  or  which  was  the  owner  of  such  railroad  or 
street  railway  at  the  time  of  such  sale,  was  subject  to  and  had 
at  the  time  of  said  sale. 

SEC.  18.     Any  such  purchaser  of  any  such  railroad  or  street  ;^ePu£a 
railway,  and  of  such  property,  rights,  privileges,  and  franchises,  pj-op^y  ftoU° 
shall  have  the  right  and  is  hereby  authorized  and  empowered 


to  sell,  assign,  transfer  and  convey  all  and  singular  such  railroad 
or  street  railway  and  such  property,  rights,  privileges,  and 
franchises  so  purchased  by  him,  to  any  legally  organized  cor- 
poration duly  created  and  empowered  to  construct,  maintain, 
and  operate  a  railroad  or  street  railway,  and  to  purchase,  main- 
tain, operate,  and  use  any  such  railroad  or  street  railway,  and 
such  property,  rights,  privileges,  and  franchises,  upon  such 
terms  and  conditions  as  may  be  mutually  agreed  upon  between 
such  purchaser  and  such  corporation;  and  the  person  so  selling 
any  such  railroad  or  street  railway  and  such  property,  rights, 
privileges,  and  franchises  to  such  corporation  may  receive  in 


76 


Record  of 
transfers  of 
stock,  where 
kept:  the  re- 
cording officer 
to  be  a  resident 
of  the  state. 


Transfers  of 
stock  in  cor- 
porations. 


Place  of  busi- 
ness, and  resi- 
dent agent. 


Amendment 
or  repeal, 
by  general 
assembly,  etc. 


Corporations 
created  by 
charter  to  or- 
ganize within 
two  years,  or 
incorporation 
is  void. 


payment  for  the  same  the  stock  or  bonds  of  such  corporation 
at  not  less  than  the  par  value  thereof. 

SEC.  19.  All  records  of  transfers  of  stock  of  corporations 
incorporated  by  the  sole  authority  of  this  state  shall  be  made 
and  kept  within  this  state ;  and  the  officer  of  every  such  corpora- 
tion, whose  duty  it  may  be  to  record  the  transfer  of  shares  in 
the  capital  stock  thereof,  shall  at  the  time  of  his  election  or 
appointment  be  a  resident  of  the  state;  and  whenever  such 
officer  shall  cease  to  be  a  resident  therein,  his  office  shall  become 
vacant. 

SEC.  20.  The  delivery  of  a  certificate  of  stock  of  a  corpora- 
tion, transferable  only  on  the  books  of  the  corporation  on 
surrender  of  the  certificate,  to  a  bona  fide  purchaser  or  pledgee 
for  value,  together  with  a  written  transfer  of  the  same  or  a 
written  power  of  attorney  to  sell,  assign,  andttransfer  the  same, 
signed  by  the  owner  of  the  certificate,  shall  be  a  sufficient 
delivery  to  transfer  the  title  against  all  parties;  but  no  such 
transfer  shall  affect  the  right  of  the  corporation  to  pay  any 
dividend  due  upon  the  stock,  or  to  treat  the  holder  of  record 
as  the  holder  in  fact,  until  such  transfer  is  recorded,  or  presented 
for  record,  upon  the  books  of  the  corporation,  or  a  new  certifi- 
cate is  issued  to  the  person  to  whom  it  has  been  so  transferred. 

SEC.  21.  Every  corporation  created  under  the  authority  of 
this  state  shall  have  a  place  of  business  within  the  state  and 
shall  have  a  clerk,  treasurer  or  other  agent,  who  shall  reside 
therein. 

SEC.  22.  Every  corporation  hereafter  created  shall  be  subject 
to  the  provisions  of  this  chapter,  and  its  charter  or  articles  of 
association  may  be  amended  or  repealed  at  the  will  of  the 
general  assembly. 

SEC.  23.  Corporations  created  by  charter,  if  no  time  is 
limited  therein,  shall  be  organized  within  two  years  from  the 
passage  of  their  respective  acts  of  incorporation.  The  charters 
of  all  corporations  failing  to  comply  with  the  provisions  of  this 
section  shall  become  void. 


77 

SEC.  24.  (As  amended  by  Chapter  560,  Public  Laws,  1910.) 
Every  corporation  created  by  charter,  hereafter  organized,  or 
which  shall  hereafter  increase  its  capital  stock,  shall  within 
thirty  days  after  organization  or  after  such  increase,  file  in  the 
office  of  the  secretary  of  state  a  certificate,  under  oath  of  its 
treasurer  or  such  officer  as  may  be  duly  authorized  by  the  cor- 
poration to  make  the  same,  setting  forth  the  name  of  the  cor- 
poration, the  date  of  organization  and  the  amount  of  capital 
stock  actually  paid  in  upon  organization,  the  amount  of  in- 
crease of  capital  stock  paid  in,  with  the  date  thereof,  the  town  in 
which  such  corporation  is  located,  and  the  name  and  post-office 
address  of  its  treasurer.  A  copy  of  any  such  certificate  which 
has  heretofore  been  filed  or  may  hereafter  be  filed  as  aforesaid, 
duly  certified,  shall  be  received  in  evidence  in  all  courts,  and 
before  any  body  or  person  authorized  by  law  to  summon  wit- 
nesses, as  prima  facie  evidence  of  the  facts  therein  set  forth. 

SEC.  25.  Every  corporation  other  than  religious,  literary, 
or  charitable  corporations,  and  every  incorporated  city,  but  Pavweeklv- 
not  including  towns,  shall  pay  weekly  to  the  employees  engaged 
in  its  business  the  wages  earned  by  them  to  within  nine  days 
of  the  date  of  such  payment,  unless  prevented  by  inevitable 
casualty:  Provided,  however,  that  if  at  any  time  of  payment  any 
employee  shall  be  absent  from  his  place  of  labor,  he  shall  be 
entitled  to  said  payment  at  any  time  thereafter  on  demand. 

SEC.  26.     Any  corporation  violating  any  of  the  provisions  Penalty  for 

violation  of 

of  the  preceding  section  shall  be  punished  by  a  fine  of  not  less  Section  25. 
than  one  hundred  dollars  nor  more  than  one  thousand  dollars, 
one-half  thereof  to  the  use  of  the  complainant  and  the  other 
half  to  the  use  of  the  state:     Provided,  complaint  for  such 
violation  is  made  within  thirty  days  from  the  date  thereof. 

SEC.  27.     (As  amended  by  Chapter  424,  Public  Laws,  1909.)    Dissolution; 

appointment 

Whenever  any  corporation  incorporated  under  the  laws  of  this  of  receiver, 
state,  except  a  bank,  savings  bank,  or  trust  company  incorpo- 
rated under  the  laws  of  this  state,  is  insolvent,  or  whenever  by 
reason  of  fraud,  negligence,  misconduct,  or  continued  absence 
from  the  state  of  the  executive  officers  of  any  such  corporation, 


78 

Same  subject.  Qr  wnenever  by  reason  of  the  neglect,  refusal,  or  omission  by  the 
stockholders  of  any  such  corporation  for  an  unreasonable  time 
to  hold  meetings  or  attend  to  its  concerns,  the  estate  and  effects 
of  such  corporation  are  being  misapplied  or  are  in  danger  of 
being  wasted  or  lost,  or  whenever  any  such  corporation  has  done 
or  omitted  to  do  any  act,  which  act  or  omission  is  ground  for  the 
forfeiture  of  its  charter,  or  whenever  a  majority  in  interest  of 
the  members  of  such  corporation  having  a  capital  stock,  or  a 
majority  of  the  members  of  such  corporation  having  no  capital 
stock,  shall  have  voted  to  dissolve  said  corporation  and  to  wind 
up  its  affairs,  the  superior  court  may,  upon  the  petition  of  any 
stockholder  or  creditor  of  such  corporation,  and  upon  such 
reasonable  notice  as  the  court  may  prescribe,  decree  a  dis- 
solution of  such  corporation  and  appoint  a  receiver  of  its  estate 
and  effects,  or  may  decree  such  dissolution  without  appointing 
a  receiver,  or  may  appoint  such  receiver  without  decreeing  a 
dissolution.  Whenever  any  corporation  incorporated  under 
the  laws  of  any  other  state  and  having  any  estate  or  effects  in 
this  state  is  insolvent,  or  whenever  by  reason  of  the  fraud, 
negligence,  or  misconduct  of  the  executive  officers  of  any  cor- 
poration incorporated  under  the  laws  of  any  other  state,  or 
whenever  by  reason  of  the  neglect,  refusal,  or  omission  by  the 
stockholders  of  any  such  corporation  for  an  unreasonable  time 
to  hold  meetings  or  attend  to  its  concerns,  the  estate  and  effects 
of  such  corporation  in  this  state  are  being  misapplied  or  are  in 
danger  of  being  wasted  or  lost,  or  whenever  any  corporation 
incorporated  under  the  laws  of  any  other  state  has  done  or 
omitted  to  do  any  act,  which  act  or  omission  is  ground  for  the 
forfeiture  of  its  charter  in  such  other  state,  or  whenever  a 
majority  in  interest  of  the  members  of  a  corporation  incorpo- 
rated under  the  laws  of  any  other  state  having  a  capital  stock, 
or  a  majority  of  the  members  of  such  corporation  having  no 
capital  stock,  shall  have  voted  to  dissolve  said  corporation  and 
to  wind  up  its  affairs,  the  superior  court  may,  upon  the  petition 
of  any  stockholder  or  creditor  of  such  corporation  incorporated 
under  the  laws  of  any  other  state,  and  upon  such  reasonable 


79 

notice  as  the  court  may  prescribe,  appoint  a  receiver  of  its 
estate  and  effects  in  this  state,  and  distribute  the  same  in 
accordance  with  the  equitable  rights  of  the  parties.  (As  added 
by  Chapter  780,  Public  Laws,  1912.)  Upon  the  dissolution  of 

be  filed  with 

any  corporation,  incorporated  under  the  laws  of  this  state,  or  secretary  of 
upon  the  appointment  of  a  receiver  for  a  corporation  incor- 
porated under  the  laws  of  any  other  state,  as  provided  in  this 
section,  the  clerk  of  the  superior  court  for  the  county  in  which 
such  dissolution  is  decreed  or  in  which  such  receiver  is  ap- 
pointed shall,  within  ten  days,  file  with  the  secretary  of  state 
an  attested  copy  of  the  decree  of  such  dissolution  or  such 
appointment  of  a  receiver. 

SEC.  28.  (As  amended  by  Chapter  425,  Public  Laws,  1909.) 
Such  receiver  shall  take  charge  of  any  such  corporation's  estate 
and  effects  of  which  he  has  been  appointed  receiver,  and  he  shall  Powers  of 

receiver. 

collect  the  debts  and  property  belonging  to  it.  He  shall  have 
power  to  prosecute  and  defend  suits  in  its  name  or  otherwise, 
to  intervene  in  any  action,  suit,  or  proceeding  relating  to  such 
estate  or  effects,  and  to  appoint  agents  under  him.  He  shall 
have  power,  under  the  direction  of  the  court,  to  preserve  the 
assets  of  such  corporation,  to  carry  on  its  business,  to  sell  and 
convert  such  assets  and  property  into  cash,  to  redeem  any 
mortgages,  conditional  contracts,  pledges,  or  liens  of  or  upon 
any  such  property,  refer  any  controversy  or  dispute  concerning 
any  such  property  to  arbitration,  compromise  any  controversy 
or  dispute  concerning  any  such  property,  and  generally  to  do 
all  other  acts  which  might  be  done  by  such  corporation,  or  that 
may  be  necessary  for  the  administration  of  his  trust,  according 
to  the  course  of  equity. 

SEC.  29.     The  receiver  shall  pay  all  debts  due  from  such  Receiver  to 

pay  debts  and 

corporation,  if  the  funds  in  his  hands  are  sufficient  therefor;  distribute 

'    surplus. 

and  if  not,  he  shall  distribute  the  same  ratably  among  the 
creditors  who  prove  their  debts  in  the  manner  directed  by  any 
order  or  decree  of  the  court  for  that  purpose.  If  there  is  a 
balance  remaining  after  the  payment  of  the  debts,  the  receiver 


80 


Jurisdiction  of 
superior  court 
in  such  pro- 
ceedings. 


Lands,  how 
held  by  turn- 
pike and  by 
bridge  cor- 
porations. 


Of  procedure, 
in  case  turn- 
pikes and 
bridges  are  not 
kept  in  repair. 


Accounts  of 
tolls  to  be  kept 
for  examina- 
tion by  the 
general 
ibly. 


Penalty  for 
exacting  more 
than  legal  toll. 


shall  distribute  and  pay  it  to  and  among  the  stockholders  of 
the  corporation  or  their  legal  representatives. 

SEC.  30.  The  court  shall  have  jurisdiction  in  equity  of  the 
application  and  of  all  questions  arising  in  the  proceedings 
thereon,  and  may  make  such  orders  and  injunctions  and  decrees 
therein  as  justice  and  equity  require. 

TURNPIKE    AND    TOLL-BRIDGE    CORPORATIONS. 

SEC.  31.  No  turnpike  corporation  or  bridge  corporation 
shall  be  capable  in  law  to  hold  any  land  in  this  state  in  fee  or 
for  life  or  lives  or  for  a  term  of  years  or  by  any  other  title  or 
tenure,  for  any  other  use  than  such  as  is  provided  in  the  charter 
of  such  corporation;  but  nothing  herein  contained  shall  be  so 
construed  as  to  affect  any  title  already  acquired  by  any  such 
corporation  in  conformity  to  power  contained  in  its  charter. 

SEC.  32.  If  at  any  tune  any  turnpike-road  or  toll-bridge 
shall  not  be  in  suitable  and  proper  repair,  any  justice  of  the 
supreme  court,  upon  complaint  to  him  made  for  that  purpose, 
may  cause  the  gate  or  gates  on  said  road  or  bridge  to  be  opened 
and  remain  open  until,  in  the  opinion  of  said  justice,. the  said 
road  or  bridge  shall  be  put  in  proper  and  suitable  repair;  and 
the  cost  of  such  complaint  shall  be  paid  by  the  company  owning 
said  road  or  bridge,  if  in  the  opinion  of  the  said  justice  the  same 
shall  be  well  founded,  otherwise  by  the  complainant. 

SEC.  33.  Every  turnpike-road  and  toll-bridge  corporation 
shall  keep  an  accurate  account  of  the  toll  received  at  its  gates 
and  have  such  account  at  all  times  in  readiness  for  the  examina- 
tion of  the  general  assembly. 

SEC.  34.  The  keeper  of  every  toll-gate  on  any  turnpike- 
road  or  toll-bridge  who  shall  hereafter  demand  and  receive 
any  greater  toll  for  passing  through  the  gate  whereof  he  is 
keeper  than  is  by  law  allowed,  shall  forfeit  to  the  use  of  the 
complainant  for  the  first  offence  five  dollars  and  for  each 
subsequent  offence  twenty  dollars. 

SEC.  35.  Every  turnpike  corporation  or  toll-bridge  cor- 
poration may  transfer  and  convey,  for  a  public  highway,  to 


81 

any  town  in  or  through  which  the  turnpike-road  or  toll-bridge 
or  any  part  thereof  of  such  corporation  passes,  all  the  right, 
title,  and  interest  of  such  corporation  in  and  to  such  turnpike-  Ofethe  pro?  IC 

ceeds. 

road  or  toll-bridge  within  such  town,  and  to  the  franchise 
thereof,  upon  such  terms  as  may  be  agreed  upon  by  the  corpora- 
tion and  the  town  council  of  such  town;  and  any  compensation 
or  damages  to  be  paid  therefor  to  such  corporation  by  such 
town  shall  be  paid  out  of  the  town  treasury  of  such  town,  and 
the  amount  so  received  by  any  such  corporation  shall  be  first 
applied  to  the  payment  of  any  debts  of  such  corporation. 

SEC.    36.      Whenever   a  transfer   and    conveyance    of   any  Effect 

transfer. 

turnpike-road  or  toll-bridge  or  any  part  thereof  shall  be  made 
as  aforesaid,  the  rights,  privileges,  duties,  and  obligations  of 
such  corporation,  so  far  as  they  relate  to  the  part  of  the  road 
or  toll-bridge  conveyed,  shall  cease,  and  thenceforth  said  road 
or  toll-bridge  or  any  part  thereof,  as  aforesaid,  shall  and  may 
be  established  and  used  as  a  public  highway  of  such  town, 
with  all  the  rights  and  privileges,  duties  and  obligations,  relat- 
ing to  highways  therein. 

SEC.  37.     The  town  council  shall  cause  notice  to  be  given  what  notice  is 

to  be  given,  be- 


to  all  known  parties  owning  land  through  which  such  turnpike-  g°rc| 
road  or  toll-bridge  passes  in  said  town,  to  appear  before  them, 
if  they  see  cause,  and  be  heard  for  or  against  accepting  the 
conveyance  of  such  turnpike-road  or  toll-bridge  for  a  public 
highway  by  the  town;  personal  notice  shall  be  given  to  parties 
residing  m  said  town,  and  notice  to  parties  residing  out  of 
the  town  or  without  the  state  shall  be  given  in  such  manner 
as  said  town  council  shall  direct,  but  notice  may  be  dispensed 
with  in  the  case  of  the  owners  of  said  land  who  shall  signify 
in  writing  their  assent  and  approval  of  such  conveyance. 

HOSPITAL    CORPORATIONS. 

SEC.  38.     No  hospital  incorporated  by  the  general  assembly  certain 
of  this  state,  sustained  in  whole  or  in  part  by  charitable  con-  from  Ha 

for  any 

tributions  or  endowments,  shall  be  liable  for  the  neglect,  care-  ^c'e°8f 
lessness,  want  of  skill  or  for  the  malicious  acts,  of  any  of  its 


82 


A  remedy  is 
saved  against 
officers,  etc.,  in 
what  cases. 


Certain  corpo- 
rations, etc.,  to 
file  statement, 
etc.,  with  sec- 
retary of  state 
before  offering 
stock,  notes, 
etc.,  for  sale. 


Penalty  for 
failing  to  com- 
ply with  Sec- 
tion 39. 


officers,  agents,  or  employees  in  the  management  of,  or  for  the 
care  or  treatment  of,  any  of  the  patients  or  inmates  of  such 
hospital;  but  nothing  herein  contained  shall  be  so  construed  as 
to  impair  any  remedy  under  existing  laws  which  any  person 
may  have  against  any  officer,  agent,  or  employee  of  any  such 
hospital  for  any  wrongful  act  or  omission  in  the  course  of  his 
official  conduct  or  employment. 

SEC.  39.  (As  added  by  Chapter  557,  Public  Laws,  1910.) 
No  stock,  shares,  or  installment  shares,  in  any  investment  com- 
pany or  in  any  real  estate,  mining,  or  cooperative  corporation, 
society,  association,  or  organization,  other  than  building  and 
loan  associations,  or  notes  or  bonds  or  other  securities  thereof, 
shall  be  sold,  or  offered  for  sale  in  this  state  by  any  such  com- 
pany, corporation,  society,  organization  or  association,  or  by  any 
agent  or  broker  representing  such  company,  corporation,  society, 
organization,  or  association,  until  such  company,  corporation, 
society,  organization,  or  association  has  filed  in  the  office  of  the 
secretary  of  state  a  statement  and  certificate  showing  its  finan- 
cial condition,  the  location  of  its  property  or  properties,  with 
plans  of  the  same,  the  amount  of  work  done  thereon,  the  amount 
of  cash  expended  for  improvements  thereon,  and  the  condition 
of  the  plant  and  machinery,  if  any,  connected  therewith. 
Such  statement  and  certificate  shall  be  subscribed  and  sworn 
to  by  the  president,  treasurer,  and  secretary  of  such  company, 
corporation,  society,  organization,  or  association.  A  like 
statement  and  certificate  shall  be  filed  annually  thereafter  on  or 
before  the  first  day  of  July  of  each  year.  For  the  filing  of  such 
statement  or  certificate  a  fee  of  ten  dollars  shall  be  paid  to  the 
secretary  of  state,  and  such  statements  and  certificates  shall  be 
recorded  by  the  secretary  of  state  in  a  book  kept  for  that  pur- 
pose and  open  for  public  inspection. 

SEC.  40.  (As  added  by  Chapter  557,  Public  Laws,  1910.) 
Any  company,  corporation,  society,  organization,  or  associa- 
tion, or  any  agent  or  broker  representing  such  company,  cor- 
poration, society,  organization,  or  association,  selling  or  offering 
for  sale  any  stock,  shares,  or  installment  shares,  or  any  notes, 


83 

bonds,  or  other  securities,  in  any  such  company,  corporation, 
society,  organization,  or  association  which  has  failed  to  file  a 
statement  or  certificate  as  herein  provided,  shall  be  fined  not 
exceeding  five  hundred  dollars  for  each  offence. 

SEC.  41.     (As  added  by  Chapter  557,  Public  Laws,  1910.)   NottoaPPiyto 

J  '     certain  co- 

The  provisions  of  this  act  shall  not  apply  to  any  corporation  p°ratlons- 
incorporated  under  the  laws  of  this  state  where  at  least  ninety 
per  centum  of  the  property  of  such   corporation  is  located  in 
this  state. 

SEC.  42.  (As  added  by  Chapter  557,  Public  Laws,  1910.) 
On  the  request  of  the  governor  or  secretary  of  state,  the  bank 
commissioner  shall  privately  examine  the  books  and  accounts  of  receiver,  when, 
any  such  company,  corporation,  society,  organization,  or  asso- 
ciation, and  if  in  his  opinion  such  company,  corporation,  society, 
organization,  or  association  is  insolvent,  or  its  condition  is  such 
as  to  render  a  continuance  of  the  business  hazardous  to  the 
public,  said  bank  commissioner  may  petition  the  superior  court 
for  the  counties  of  Providence  and  Bristol  for  the  appointment  of 
a  receiver  of  the  estate  and  effects  in  this  state  of  such  company, 
corporation,  society,  organization,  or  association,  and  for  an 
injunction  to  restrain  such  company,  corporation,  society, 
organization,  or  association,  its  officers  or  agents,  from  doing 
business,  in  this  state,  and  from  selling  or  offering  for  sale  in 
this  state  its  stock,  shares,  notes,  bonds,  or  other  securities, 
and  if  incorporated  under  the  laws  of  this  state,  for  a  dissolu- 
tion, and  said  court  shall  have  jurisdiction  in  equity  of  such 
petition.  Such  receiver  shall  have  the  rights  and  powers  given 
to  receivers  under  the  provisions  of  Sections  28,  29,  and  30  of 
this  chapter,  and  all  acts  in  amendment  thereof  or  in  addition 
thereto. 

The  actual  expenses  of  such  examination  of  the  books  and  Expense  of 

examination  to 

accounts  of  such  company,  corporation,  society,  organization, 
or  association  shall  be  paid  by  such  company,  corporation, 
society,  organization,  or  association  if  found  by  the  bank 
commissioner  to  be  insolvent  or  the  continuance  of  its  business 


Superior  court 
may  enjoin 
such  company 
from  doing 
business  or 
may  dissolve 
and  appoint 
receiver. 


84 


to  be  hazardous  to  the  public,  or  of  failing  to  file  any  report  as 
required  by  law. 

If  any  company,  corporation,  society,  organization,  or  associa- 
tion refuses  to  allow  an  examination  of  its  books  and  account 
by  the  bank  commissioner,  he  shall  apply  to  the  superior  court 
for  the  counties  of  Providence  and  Bristol  alleging  such  fact, 
and  said  court,  on  proof  thereof,  shall  enjoin  such  company, 
corporation,  society,  organization,  or  association  from  doing 
business  within  this  state,  and  from  selling  or  offering  for  sale 
in  this  state  its  stock,  shares,  notes,  bonds,  or  other  securities, 
and  if  such  corporation  is  incorporated  under  the  laws  of  this 
state  the  court  may  order  a  dissolution  of  said  corporation  and 
may  appoint  a  receiver,  who  shall  have  the  rights  and  powers 
above  referred  to. 


Members  of, 
how  long  liable 
for  debts  of. 


A  certificate  of 
payment  of 
capital  stock 
made  and 
recorded,  how. 


CHAPTER  214. 

(ALL  SECTIONS  REPEALED   BY  GENERAL  CORPORATION  LAW, 
EXCEPT  SECTION  22  HEREOF.) 

Of  Manufacturing  Corporations. 

SECTION  1.  The  members  of  every  incorporated  manu- 
facturing company  shall  be  jointly  and  severally  liable  for  all 
debts  and  contracts  made  and  entered  into  by  such  company, 
except  as  hereinafter  provided,  until  the  whole  amount  of  the 
capital  stock  fixed  and  limited  by  the  charter  of  said  company, 
or  by  vote  of  the  company  in  pursuance  of  the  charter  or  of 
law,  shall  have  been  paid  in  and  a  certificate  thereof  shall  have 
been  made  and  recorded,  in  a  book  kept  for  that  purpose,  in  the 
office  of  the  town  clerk  of  the  town  wherein  the  manufactory  is 
established,  and  no  longer,  except  as  hereinafter  provided. 

SEC.  2.  The  president  and  directors,  with  the  treasurer 
and  clerk  of  such  company,  within  ten  days  after  the  payment 
of  the  last  installment  of  the  capital  stock  fixed  and  limited  by 
the  charter  or  by  vote  of  the  company,  in  pursuance  of  the 
charter  or  of  law,  shall  make  a  certificate  stating  the  amount 


85 

of  the  capital  so  fixed  and  paid  in,  which  certificate  shall  be 
signed  and  sworn  to  by  the  president,  treasurer,  and  clerk,  and 
by  a  majority  of  the  directors,  and  they  shall,  within  said  ten 
days,  lodge  the  same  to  be  recorded  in  the  book  kept  as  afore- 
said in  the  office  of  the  town  clerk  of  the  town  wherein  the 
manufactory  shall  be  established.  In  case  of  increase  of  the 
capital  stock  of  said  companies,  like  proceedings  shall  be  had 
as  to  the  amount  added  and  paid  in. 

SEC.  3.     If  any  of  said  officers  shall  refuse  or  neglect  to  per-  Liability  for 

neglect. 

form  the  duties  required  of  them  as  aforesaid,  they  shall  be 
jointly  and  severally  liable  for  all  debts  of  the  company  con- 
tracted after  the  expiration  of  said  ten  days  and  before  such 
certificate  shall  be  recorded  as  aforesaid. 

SEC.  4.     Every  such  company,  including  companies  created   increase  or  de- 
crease of  capi- 

by  special  act  of  the  general  assembly,  may  increase  or  decrease  tal  stock- 
its  capital  stock  in  the  manner  provided  by  sections  seven  and 
eight  of  chapter  two  hundred  twelve  within  the  limits  author- 
ized by  its  charter,  but  the  increase  or  decrease  in  any  case, 
and  whether  such  corporation  is  created  under  chapter  two 
hundred  twelve  of  the  General  Laws,  or  otherwise,  may  be  had 
upon  the  affirmative  vote  of  a  majority  of  the  capital  stock 
having  the  right  to  vote  on  the  question  of  such  increase  or 
decrease,  passed  at  a  meeting  of  the  corporation  duly  called 
for  that  purpose:  Provided,  however,  that  on  the  question  of 
increase  or  decrease,  as  on  all  other  questions  arising  at  any 
meeting  of  shareholders  of  any  such  corporation  now  or  here- 
after existing,  all  outstanding  shares  shall  have  equal  voting 
rights  unless  otherwise  provided  by  the  charter  of  any  such 
corporation  or  by  the  agreement  to  form  such  corporation,  or 
by  any  amendment  of  such  charter  or  agreement.  In  case  of 
any  decrease  of  capital  stock,  as  above  provided,  a  certified  copy 
of  the  vote  effecting  the  same,  signed  and  sworn  to  as  provided 
in  section  two,  shall  within  ten  days  after  its  passage  be  recorded 
in  the  manner  provided  in  said  section  two,  and  in  default 
thereof  the  directors  of  the  company  shall  be  jointly  and 
severally  liable  for  all  debts  of  the  company  contracted  after 


86 


Liability  of  the 
stockholders  if 
capital  stock 
be  withdrawn 
before  pay- 
ment of  debts. 


Liability  of 
directors  for 
making  a 
dividend  when 
a  company  is 
insolvent. 


Note  given  for 
stock  is  not  to 
be  considered 
payment. 


Of  appraisal  of 
property  of 
manufacturing 
corporations 
by  assessors. 


said  ten  days  and  before  the  recording  of  the  copy  of  the  vote  as 
aforesaid. 

SEC.  5.  If  any  part  of  the  capital  stock  of  such  company 
shall  be  withdrawn  and  refunded  to  the  stockholders  before 
payment  of  all  the  debts  of  the  company  contracted  previously 
to  the  recording  of  the  copy  of  the  vote  reducing  the  capital 
stock,  as  in  the  preceding  section  required,  all  the  stockholders 
of  the  company  shall  be  jointly  and  severally  liable  for  the 
payment  of  said  last  mentioned  debts. 

SEC.  6.  If  the  directors  of  any  such  company  shall  declare 
and  pay  any  dividend  when  the  company  is  insolvent,  or  any 
dividend  the  payment  of  which  would  render  it  insolvent, 
they  shall  be  jointly  and  severally  liable  for  all  the  debts  of 
the  company  then  existing  and  for  all  that  shall  be  thereafter 
contracted  so  long  as  they  shall  respectively  continue  in  office: 
Provided,  that  the  amount  for  which  they  shall  all  be  so  liable 
shall  not  exceed  the  amount  of  such  dividend,  and  that  if  any  of 
the  directors  shall  be  absent  at  the  time  of  making  the  dividend 
or  shall  object  thereto  and  shall  file  their  objection  in  writing 
with  the  clerk  of  the  company,  they  shall  be  exempted  from 
such  liability. 

SEC.  7.  No  note  or  obligation  given  by  any  stockholder, 
whether  secured  by  pledge  or  otherwise,  shall  be  considered 
as  payment  of  any  part  of  the  capital  stock,  and  no  loan  of 
money  shall  be  made  by  any  such  company  to  any  stock- 
holder therein;  and  if  any  such  loan  shall  be  made  to  a  stock- 
holder, the  officers  who  shall  make  it,  or  who  shall  assent 
thereto,  shall  be  jointly  and  severally  liable  to  the  extent  of 
such  loan  and  interest  for  all  the  debts  of  the  company  con- 
tracted before  the  repayment  of  the  sum  so  loaned. 

SEC.  8.  In  case  any  manufacturing  company  owning  a  manu- 
facturing establishment  has  obtained  or  shall  obtain  a  charter 
of  incorporation,  and  all  the  members  of  the  corporation  shall 
be  members  of  the  company,  or  the  members  of  the  corporation 
not  members  of  the  company  shall  own  less  than  one-third  of 
the  stock  of  the  corporation,  the  manufacturing  establishment, 


87 

including  the  real  estate  and  machinery  conveyed  by  the  com- 
pany to  the  corporation,  shall  be  appraised  by  the  assessors  of 
taxes  of  the  town  wherein  such  manufactory  shall  be  situated, 
and  the  amount  of  the  capital  stock  of  such  corporation  repre- 
sented by  such  real  estate  and  machinery  shall  not  exceed  the 
sum  at  which  the  same  may  be  appraised  as  aforesaid,  either 
in  the  whole  under  the  provisions  of  this  chapter,  or  in  any  part 
which  may  be  exchanged  by  any  member  of  the  company  for 
shares  in  the  stock  of  such  corporation,  or  in  which  he  may  pay 
assessments  laid  on  his  shares  in  the  same. 

SEC.  9.     Such  assessors  shall  receive  for  their  services  in  Compensation 

of  the 

appraising  such  real  estate  and  machinery  the  sum  of  ten  assessors. 
dollars,  to  be  equally  divided  between  such  of  them  as  may 
act  in  the  premises,  not  being  less  than  a  majority  of  the  whole 
number,  together  with  their  necessary  expenses  in  making  such 
appraisement,  to  be  paid  by  the  corporation. 

SEC.   10.     A  certificate  of  such  appraisement,   signed  and  Certificate  to 

be  made  and 

sworn  to  by  the  assessors  making  the  same,  shall  be  first  re-  recorded- 
corded  as  aforesaid,  in  addition  to  the  certificate  required  by 
section  two  of  this  chapter,  before  the  liability  of  the  members 
of  such  corporation  for  the  debts  and  contracts  of  the  same  shall 
cease. 

SEC.  11.     The  liability  of  members  of  an  incorporated  manu-  Liability  of 

stockholders 

facturing  company  provided  by  section  one  of  this  chapter,  limited- 
and  of  the  members  of  such  corporation  under  other  statutory 
provisions,  for  the  debts  of  such  company  hereafter  contracted 
or  for  obligations  hereafter  incurred,  shall  be  and  hereby  is 
limited  to  the  shares  of  such  members  in  such  corporation  paid 
up  to  the  par  value  thereof. 

SEC.  12.     The  whole  amount  of  the  debts  which  any  such  Debts  not  to 

exceed  capital 

corporation  shall  at  any  time  owe  shall  not  exceed  the  amount 
of  its  capital  stock  actually  paid  in;  and  in  case  of  any  excess 
the  directors  under  whose  administration  it  shall  happen  shall 
be  jointly  and  severally  liable,  to  the  extent  of  such  excess,  for 
all  the  debts  of  the  company  then  existing,  and  for  all  that  shall 
be  contracted  as  long  as  they  shall  respectively  continue  in 


n: 


88 


Director, 
absent  or  not 
assenting,  may 
exempt  himself 
from  liability. 


A -manufactur- 
ing corpora- 
tion heretofore 
incorporated 
may  adopt 
provisions  of 
this  chapter, 
how. 


Of  the 

certificates 
required  of 
manufacturing 
corporations. 


office,  and  until  the  debts  shall  be  reduced  to  the  amount  of  the 
capital  stock  of  such  company  paid  in. 

SEC.  13.  Any  director  who  shall  be  absent  at  the  time  of 
contracting  any  debt  contrary  to  the  foregoing  provisions,  or 
who  shall  object  thereto,  may  exempt  himself  from  said  liability 
by  forthwith  giving  notice  of  the  fact  to  the  stockholders  at  a 
meeting  which  he  may  call  for  that  purpose. 

SEC.  14.  If  any  manufacturing  company  heretofore  in- 
corporated, having  a  capital  paid  in  of  thirty  thousand  dollars 
or  upwards,  shall,  at  any  legal  meeting  called  for  that  purpose, 
vote  to  adopt  the  provisions  contained  in  this  chapter,  and 
shall  also  cause  to  be  recorded,  as  provided  in  section  two  of 
this  chapter,  a  certificate,  signed  by  the  president,  treasurer, 
clerk  and  a  majority  of  the  directors,  stating  the  amount  of 
the  capital  actually  paid  in,  and,  if  any  part  thereof  has  been 
divided  or  withdrawn,  stating  also  the  amount  of  the  debts  and 
credits  and  an  estimate  of  the  value  of  the  real  and  personal 
estate  of  said  corporation  for  the  purpose  of  carrying  on  the 
business  thereof  at  the  time  of  making  such  certificate;  and  if 
the  said  officers  shall  make  oath  that  they  have  carefully 
examined  the  records  and  accounts  of  said  corporation,  and 
faithfully  estimated  the  value  of  the  property  and  the  funds 
thereof,  and  that  said  certificate  by  them  signed  is  true,  accord- 
ing to  their  best  knowledge  and  belief;  then  no  stockholder 
shall  be  liable  for  any  of  the  debts  of  the  said  company  con- 
tracted after  the  recording  of  such  certificate,  except  for  the 
causes  and  in  the  manner  hereinbefore  provided. 

SEC.  15.  If  by  the  terms  of  any  act  incorporating  a  manu- 
facturing company,  directors,  managers,  or  the  like,  are  not 
required  to  be  chosen  and  none  are  chosen  under  and  by  virture 
of  the  by-laws  of  the  corporation,  the  certificates  required 
by  sections  two  and  fourteen  of  this  chapter,  signed  and  sworn 
to  by  the  officers  required  to  be  chosen  by  the  charter  or  by-laws, 
shall  have  the  same  effect  as  if  signed  and  sworn  to  by  the 
officer  or  officers  and  a  majority  of  the  directors  required  by 
said  sections  two  and  fourteen. 


89 

SEC.  16.     The  real  and  personal  estate  of  every  manufac-  Estate  of 

manufacturing 

luring  corporation  incorporated  under,  or  which  shall  vote  to  \SSFfir51 
adopt  the  provisions  of  this  chapter,  shall  be  liable  to  be  attached 
and  taken,  levied  on  and  sold  for  the  debts  and  liabilities  of  the 
company  on  any  writ  of  attachment  or  execution  issued  against 
the  company  for  such  debt  or  liability,  the  writ  to  be  a  writ  of 
attachment  in  common  form,  and  the  courts  issuing  executions 
against  such  corporations  shall  conform  their  executions  so  as 
to  carry  out  the  provisions  of  this  section. 

SEC.  17.     If  any  certificate  made  or  any  public  notice  given  Liability  of 

.  officers  for 

by  the  officers  of  any  manufacturing  company,  in  pursuance  of  false  certifi- 

cate. 

the  provisions  of  this  chapter,  shall  be  false  in  any  material 
representation,  all  the  officers  who  shall  have  signed  the  same, 
knowing  it  to  be  false,  shall  be  jointly  and  severally  liable  for 
all  the  debts  of  the  company  contracted  while  they  were  stock- 
holders or  officers  thereof. 

SEC.   18.     Whenever  any  of  the  officers  of  any  manufac-  Remedy 

against  any 

turing  company  shall  be  liable,  by  the  provisions  of  this  chapter, 
to  pay  the  debts  of  such  company  or  any  part  thereof,  any 

person  to  whom  they  may  be  so  liable  may  have  an  action 

• 

of  the  case  against  any  one  or  more  of  the  said  officers,  and  the 
declaration  in  such  action  shall  state  the  claim  against  the 
company  and  the  ground  on  which  the  plaintiff  expects  to 
charge  the  defendant  personally,  and  such  action  may  be 
brought,  notwithstanding  the  pendency  of  an  action  against 
the  company  for  the  recovery  of  the  same  claim  or  demand, 
and  both  of  the  actions  may  be  prosecuted  until  the  plaintiff 
shall  obtain  the  payment  of  his  debt  and  the  costs  of  both 
actions. 

SEC.  19     All  proceedings  to  enforce  the  liability  of  a  stock-    Proceedings 

for  the 


holder  for  the  debts  of  a  corporation  shall  be  either  by  suit 
in  equity,  conducted  according  to  the  practice  and  course  of  s 
equity,  or  by  an  action  of  debt  upon  the  judgment  obtained 
against  such  corporation,  and  in  any  such  suit  or  action  such 
stockholder  may  contest  the  validity  of  the  claim  upon  which 
the  judgment  against  such  corporation  was  obtained,  upon 


90 


Stockholders 
liable  for 
contribution. 


Remedy  of  an 
officer  who  has 
paid  debt  of 
company. 


Persons  and 
property  of  the 
stockholders, 
exempt,  when. 


Who  liable  for 
debts  of 
company,  on 
stock  held  in  a 
fiduciary 
capacity. 


any  ground  upon  which  such  corporation  could  have  contested 
the  same  in  the  action  in  which  such  judgment  was  recovered. 

SEC.  20.  Any  stockholder  who  shall,  whether  voluntarily 
or  by  compulsion,  pay  any  debt  of  the  company  for  which  he  is 
made  liable  by  the  provisions  of  this  chapter,  may  recover  the 
amount  so  paid  in  an  action  of  the  case  against  the  company, 
in  which  action  the  property  of  the  company  only  shall  be 
liable  to  be  taken  and  not  the  person  or  property  of  any  stock- 
holder of  the  company;  or  the  person  who  shall  have  so  paid 
such  debt  of  the  company  may  proceed  in  the  superior  court  in 
equity,  for  contribution,  against  any  one  or  more  of  the  stock- 
holders who  were  originally  liable  with  him  for  the  payment 
of  said  debt,  and  may  recover  against  each  of  them  their  just 
and  equitable  proportion  thereof. 

SEC.  21.  Any  officer  of  a  manufacturing  company  who  shall 
pay  any  debt  of  the  company,  for  which  he  is  made  liable 
by  the  provisions  of  this  chapter,  may  recover  the  amount  so 
paid  in  an  action  against  the  company  for  money  paid  for 
their  use,  in  which  action  the  property  of  the  company  only 
shall  be  liable  to  be  taken  and  not  the  person  or  property  of  the 
stockholder. 

SEC.  22.  No  person  shall  hereafter  be  imprisoned  or  be 
continued  in  prison,  nor  shall  the  property  of  any  such  person 
be  attached,  upon  an  execution  issued  upon  a  judgment  ob- 
tained against  a  corporation  of  which  such  person  is  or  was  a 
stockholder. 

SEC.  23.  No  person  holding  stock  in  any  manufacturing 
company  as  executor,  administrator,  guardian,  or  trustee,  and 
no  person  holding  such  stock  as  collateral  security,  shall  be 
personally  subject,  by  virtue  of  such  stock,  to  any  liabilities 
as  a  stockholder  of  such  company,  but  the  person  pledging 
such  stock  shall  be  considered  as  holding  the  same  and  shall  be 
liable  as  a  stockholder  accordingly,  and  the  estates  and  funds 
in  the  hands  of  such  executor,  administrator,  guardian  and 
trustee  shall  be  liable  in  his  hands  in  like  manner  and  to  the 
same  extent  as  the  deceased  testator  or  intestate  or  the  ward 


91  (  ;/;, :      :"-;";:-;:-.  \'\ 

or  person  interested  in  such  trust  fund  would  have  been  if  they 
had  respectively  been  living  and  competent  to  act  and  had  held 
the  same  stock  in  their  own  names. 

SEC.  24.     All  manufacturing  corporations  hereafter  created  w^at  corpora- 
tion affected 

shall  be  subject  to  the  provisions  of  this  chapter.  by  this  chapter 


EXCERPTS  FROM  CHAPTER  300  OF  THE  GENERAL  LAWS  OF 
RHODE  ISLAND,  RELATING  TO  FOREIGN  CORPORATIONS 
DOING  BUSINESS  IN  THIS  STATE. 

(Sections  42  to  48  Repealed,  etc.,  by  General  Corporation 

Law;  see  also  Section  66  thereof.) 
Sec.    42.      No    corporation,    unless    incorporated    by    the  Foreign  cor- 

porations  to 

general  assembly  of  this  state,  or  under  general  law  of  this  state, 
excepting  national  banking  associations  or  other  corpora-  48 
tions  existing  under  the  laws  or  by  the  authority  of  the  United 
States,  shall  carry  on  within  this  state  the  business  for  which 
it  was  incorporated,  or  enforce  in  the  courts  of  this  state  any 
contract  made  within  this  state,  unless  it  shall  have  complied 
with  the  following  sections  of  this  chapter. 

Sec.    43.      Every   such   foreign   corporation   shall   appoint  Resident  attor- 

ney to  be  ap- 

by  written  power  some   competent   person,   resident  in  this  pointed  to 

accept  service 

state,  as  its  attorney,  with  authority  to  accept  service  of  all 
process  against  such  corporation  in  this  state,  and  upon  whom 
all  process,  including  the  process  of  garnishment,  against  such 
corporation  in  this  state  may  be  served,  and  who,  in  case  of 
garnishment,  when  the  fees  therefor  shall  have  been  paid  or 
tendered,  shall  make  the  affidavit  required  by  law  in  such 
cases,  and  who  shall  cause  an  appearance  to  be  entered  in  like 
manner  as  if  such  corporation  had  existed  and  been  duly  served 
with  process  within  this  state. 

Sec.    44.      A  copy  of  such  power  of  attorney,  duly  certified  Certified  copy 

of  power  of 

and  authenticated  shall  be  filed  with  the  secretary  of  state; 


and  copies  thereof,  duly  certified,  shall  be  received  in  evidence  oSed*  cop£ 

,,-,,.  to  be  received 

ID  all  COUrtS  Of  thlS  State.  in  evidence. 


92 


Attorney  to  be 
maintained  by 
appointment 
from  time  to 
time. 


Service  on 
attorney  binds 
the  principal. 


Penalty  for 
acting  as  agent 
or  officer  of 
such  corpora- 
tion if  attorney 
is  not 
appointed. 


Foreign 
insurance 
companies 
excepted. 


Sec.  45.  If  such  attorney  shall  die  or  resign  or  be  re- 
moved, the  corporation  shall  make  a  new  appointment  as 
aforesaid  and  file  a  copy  with  the  secretary  of  state  as  above 
prescribed,  so  that  at  all  times  there  shall  be  within  this  state 
an  attorney  authorized  to  accept  service  of  process  and  to  enter 
an  appearance  as  aforesaid ;  and  no  such  power  of  attorney  shall 
be  revoked  until  after  a  like  power  shall  have  been  given  to 
some  other  competent  person  resident  in  this  state,  and  a  copy 
thereof  filed  as  aforesaid. 

Sec.  46.  Service  of  process  upon  such  attorney  shall  be 
deemed  sufficient  service  upon  his  principal. 

Sec.  47.  No  person  shall  act  within  this  state,  as  agent 
or  officer  of  any  foreign  corporation,  unless  such  corporation 
shall  have  appointed  an  attorney  as  hereinbefore  provided, 
and  every  person  so  acting  shall  be  fined  one  thousand  dollars. 

Sec.  48.  The  preceding  six  sections  shall  not  be  held  to 
apply  to  foreign  insurance  companies  doing  business  in  this 
state,  but  such  companies  shall  continue  to  be  governed  by 
chapter  two  hundred  twenty. 


RETURN     Government  Documents  Department 

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